License Agreement

SpecForge License Agreement (Community/Essential)

This SpecForge License Agreement (Community/Essential) (hereinafter referred to as the “Agreement”) sets forth the matters to be observed by the users and the rights and obligations between Imiron Co., Ltd. (hereinafter referred to as the “Company”) and the users regarding the use of the Community Edition (defined in Article 2) and the Essential Edition (defined in Article 2) of the Software (defined in Article 2) provided by the Company. Anyone intending to use the Software is strictly required to read this entire Agreement before agreeing to its terms.

1. Application

The purpose of this Agreement is to set forth the rights and obligations between the Company and the User (defined in Article 2) regarding the use of the Software, and this Agreement shall apply to any and all relationships between the User and the Company concerning the use of the Software.
The rules, regulations, and other provisions regarding the Software that the Company may post on the Company Website (defined in Article 2) from time to time shall constitute an integral part of this Agreement.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Community Edition” means the edition of the Software licensed for non-commercial use, such as in academia, which strictly prohibits commercial use, and is designated by the Company as the Community Edition.
“Essential Edition” means the edition of the Software licensed for commercial use but with certain functional limitations, and is designated by the Company as the Essential Edition.
“Intellectual Property Rights” means copyrights, patents, utility model rights, trademark rights, design rights, and any other intellectual property rights (including the right to acquire such rights or to apply for registration of such rights).
“Company Website” means the website operated by the Company whose domain is “imiron.io” (including the modified website if the domain or content of the Company’s website is changed for any reason).
“Software” means the software named “SpecForge” provided by the Company, which features functions related to the development and analysis of system specifications (including the modified software if the name or content of the software is changed for any reason), and refers collectively to the Community Edition and the Essential Edition.
“Applicant” means the “Applicant” as defined in Article 3.
“License Agreement” means the agreement concluded between the Company and the Applicant pursuant to Article 3, Paragraph 4 or Paragraph 6.
“User Information” means the “User Information” as defined in Article 3.
“User” means a party who has entered into a License Agreement with the Company pursuant to Article 3.

3. Execution of the License Agreement

A party desiring to use the Software (hereinafter referred to as the “Applicant”) may apply to the Company for the use of the Software by agreeing to comply with this Agreement and providing certain information specified by the Company (hereinafter referred to as “User Information”) in a manner specified by the Company.
The application for the use of the Software must be made by the individual or corporate entity that will actually use the Software, and applications by proxy are generally not permitted. In addition, the Applicant must provide the Company with true, accurate, and up-to-date information when applying for the use of the Software.
The Company may refuse the use of the Software if the party applying for use pursuant to Paragraph 1 falls under any of the following items:
(1) If the Company determines that there is a risk of the applicant violating this Agreement.
(2) If there is any falsehood, error, or omission in all or part of the User Information provided to the Company.
(3) If the applicant is a party whose agreement regarding the use of the Software has been previously terminated by the Company.
(4) If the applicant is a minor, adult ward, person under curatorship, or person under assistance, and has not obtained the consent, etc. of a statutory agent, guardian, curator, or assistant.
(5) If the Company determines that the applicant is an Anti-Social Force, etc. (meaning an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a person for whom 5 years have not elapsed since ceasing to be a member or quasi-member of an organized crime group, an affiliated company of an organized crime group, a corporate extortionist, a group engaging in criminal activities under the pretext of conducting social campaigns, a crime group specialized in intellectual crimes, or any other group or individual pursuing economic profit through violence, force, or fraudulent means; the same shall apply hereinafter), or is interacting or involved with Anti-Social Forces, etc., through funding or otherwise cooperating or participating in the maintenance, operation, or management of Anti-Social Forces, etc.
(6) In addition to the above, if the Company reasonably determines that permitting the use of the Software is inappropriate
The Company shall determine whether to permit the Applicant’s use of the Software in accordance with the preceding paragraph and other criteria established by the Company, and if the Company permits the use of the Software, it shall notify the Applicant to that effect. Upon such notification, a contract for the use of the Software in accordance with the provisions of this Agreement (including conditions set forth in the application form submitted by the Applicant and agreed to by the Company) shall be established between the Applicant and the Company.
If there is any change in the User Information, the User shall notify the Company of such change without delay in a manner specified by the Company and submit any documents requested by the Company.
Notwithstanding the provisions of Paragraphs 1 through 5, Paragraphs 1 through 5 shall not apply to parties who use or wish to use the Software by downloading it.
If the Applicant uses the Software by downloading it, the Applicant shall be deemed to have agreed to comply with this Agreement upon downloading the Software, and a contract for the use of the Software in accordance with the provisions of this Agreement shall be established between the Applicant and the Company depending on the edition of the Software downloaded.

4. Use of the Software

During the valid term of the License Agreement, the User may use the Software in accordance with this Agreement and the methods specified by the Company.
The Company grants the User, during the valid term of the License Agreement, a non-exclusive, non-sublicensable right to use the Software in accordance with the conditions specified by the Company, for uses permitted by the Company, by the User, the User’s officers or employees, or other persons approved in advance by the Company.
The User may use the Software only on computers, smartphones, other devices, and servers approved by the Company.
The User shall not, without the prior written or electromagnetic consent of the Company, reproduce, modify, transfer, assign, pledge, license, lend, or otherwise dispose of the Software, or use it in any manner other than that permitted by the Company, for any reason whatsoever
The User shall report on the usage status of the Software and other matters relating to the use of the Software specified by the Company whenever requested by the Company, in a manner specified by the Company.
Upon the termination of the License Agreement, if the Software was being used on the User’s server during the valid term of the License Agreement, the User shall, in accordance with the Company’s instructions, delete the Software (including copies of the Software made with the Company’s consent) from the User’s server (meaning deletion in an unrecoverable manner; the same shall apply hereinafter in this Article), delete it from the terminals of the User (including officers, employees, or other persons permitted by the Company to use the Software), and take any other actions required by the Company.
The Company may request the User to provide necessary information or materials, or conduct an investigation, to confirm that the User has carried out the deletion of the Software, etc. based on the preceding paragraph, and the User shall cooperate with such requests from the Company.

5. Updates

The Company may, at its discretion, improve or modify functions, or perform other updates or version upgrades of the Software (hereinafter collectively referred to as “Updates”). If bugs or defects occur in the Software, the Company shall endeavor to provide Updates to correct them.
Updates shall be performed according to the conditions and methods determined by the Company.
Even if functions of the Software prior to the Update become unusable due to an Update, the Company shall not be liable for any damages, losses, etc. incurred by the User as a result.
If the User is using the Software on the User’s server and the Company updates the Software, the User shall decide at their own responsibility whether to use the updated Software. The Company shall not be liable for any damages, losses, etc. incurred by the User due to such choice by the User.

6. Fees

The User may use the Software free of charge. However, if the Company establishes usage fees for updated versions of the Software, the Company’s designated Enterprise Edition, or other editions, the User agrees in advance that the User will be responsible for bearing the usage fees, etc. separately determined by the Company for their use.

7. Management of Account Information

If the User uses the Software by a method other than downloading, the User shall, at their own responsibility, manage and store the user ID and password associated with the Software (hereinafter referred to as “Account Information”), and shall not allow a third party other than those permitted by the Company to use the Software, or lend, transfer, change the name of, or sell the Account Information.
The User shall bear the responsibility for damages caused by insufficient management of Account Information, errors in use, use by third parties, etc.
If it is discovered that Account Information has been stolen or is being used by a third party, the User shall immediately notify the Company to that effect and follow the Company’s instructions.

8. Prohibited Actions

When using the Software, the User shall not engage in any of the following acts:

Acts that infringe on the Intellectual Property Rights, portrait rights, privacy rights, honor, or other rights or interests of the Company or a third party (including acts that directly or indirectly cause such infringement).
Acts related to criminal activities or acts contrary to public order and morals.
Acts that violate laws and regulations or the internal rules of the industry association to which the Company or the User belongs.
Acts of using the Software by a method other than that permitted by the Company (including, but not limited to, reproduction, modification, transfer, licensing, etc.).
Acts that may infringe on the Intellectual Property Rights of the Company or parties licensing rights to the Company (including, but not limited to, disassembling, decompiling, or reverse engineering).
Acts of transmitting information containing computer viruses or other harmful computer programs to the Company.
Acts of transmitting data exceeding a certain data volume specified by the Company through the Software to the Company.
Acts reasonably deemed likely to interfere with the Company’s operation of the business related to the Software.
Acts of using the Community Edition for the business of the User or a third party.
Acts of making false or inaccurate declarations to the Company regarding the purpose of using the Software.
Any other acts that the Company reasonably determines to be inappropriate.

9. Suspension of the Software, etc.

The Company may suspend or interrupt all or part of the use of the Software without prior notice to the User if any of the following applies:
(1) When performing periodic or emergency inspection or maintenance work on computer systems related to the Software.
(2) When computers, communication lines, etc. cease to operate due to an accident.
(3) When the operation of the Software becomes impossible due to force majeure such as fire, power outage, or natural disaster.
(4) In addition to the above, when the Company reasonably determines that suspension or interruption is necessary.
The Company may terminate the provision of the Software based on its reasonable judgment. In this case, the Company shall provide prior notice to Users who are using the Software without downloading it.
The Company shall not bear any responsibility for damages incurred by the User based on measures taken by the Company pursuant to this Article.

10. Responsibility for Equipment, etc.

The preparation and maintenance of computers, smartphones, software, other devices, servers, communication lines, and other communication environments necessary to receive the provision of the Software shall be carried out at the User’s expense and responsibility.
The User shall, according to their own environment for using the Software, take security measures such as preventing computer virus infection, unauthorized access, and information leakage at their own expense and responsibility.
Even if the Company has stored data and other information transmitted and received by the User for a certain period of time for operational purposes, the Company is not obligated to store such information, and the User shall store such information at their own expense and responsibility.
If the User installs data, etc. onto their computer, smartphone, etc. through the Software while using the Software, the User shall pay sufficient attention at their own responsibility so that information held by the User is not deleted or altered, and equipment failure or damage does not occur.

11. Ownership of Rights, etc.

All ownership and Intellectual Property Rights concerning the Company Website and the Software belong to the Company or parties licensing rights to the Company, and the licensing of the Software set forth in this Agreement does not mean the assignment or licensing of the Intellectual Property Rights of the Company or parties licensing rights to the Company concerning the Company Website or the Software, except as expressly stated in this Agreement.
The Company may, regardless of whether before or after the termination of the License Agreement, use the fact that the User has used the Software for the Company’s or the Software’s advertising, public relations, and other activities (hereinafter referred to as “PR Activities, etc.”). In addition, the User agrees in advance that the Company may use the User’s trade name, trademark, and logo (hereinafter referred to as “Logos, etc.”) on the Company’s website, sales materials, and other materials (including electronic files, etc.) to the extent necessary for the Company’s PR Activities, etc. However, if the User requests the Company to cease the use of the Logos, etc. in writing or by electromagnetic means, the Company shall promptly cease the use of such Logos, etc. (provided, however, that the Company shall not bear any obligation regarding the deletion of Logos, etc. from already distributed materials or the collection and deletion of such materials).

12. Termination of the Agreement, etc.

If a User who uses the Software without downloading it falls under any of the following items, the Company may temporarily suspend the use of the Software for the User or terminate the License Agreement with the User without prior notice or demand:
(1) If the User violates any provision of this Agreement.
(2) If it is found that there is a false fact in the User Information provided to the Company.
(3) If the User uses or attempts to use the Software for a purpose or in a manner that may cause damage to the Company or a third party.
(4) If the User interferes with the operation of the business related to the Software by any means.
(5) If the User suspends payments or becomes insolvent, or if a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation, or similar proceedings.
(6) If a note or check drawn or accepted by the User is dishonored, or if the User is subjected to a suspension of transactions at a clearinghouse or similar measures.
(7) If a petition for attachment, provisional attachment, provisional disposition, compulsory execution, or auction is filed
(8) If the User is subject to measures for non-payment of taxes and public dues.
(9) If the User dissolves, dies, or receives a ruling for the commencement of guardianship, curatorship, or assistance.
(10) If the User falls under any of the items of Article 3, Paragraph 3.
(11) In addition to the above, if the Company reasonably determines that the continuation of the License Agreement is inappropriate.
If any of the events set forth in the preceding paragraph occurs, the User shall automatically lose the benefit of time with respect to any and all debts owed to the Company, and must immediately pay all debts to the Company.
The Company and the User may terminate the License Agreement by notifying the other party in a manner prescribed by the Company at least one month in advance.
The Company shall not bear any responsibility for damages incurred by the User as a result of acts performed by the Company under this Article, except in cases of willful misconduct or gross negligence by the Company.

13. Disclaimer of Warranties and Limitation of Liability

The Software is provided “as is,” and the Company makes no warranties of any kind regarding the Software, including but not limited to its fitness for a particular purpose (including, but not limited to, improving the quality of systems developed using the Software, reducing system development man-hours, etc.), commercial usefulness, completeness (including, but not limited to, the absence of defects and bugs), continuity, etc.
Even if the User obtains any information directly or indirectly from the Company regarding the Software, the Company Website, or other matters, the Company does not provide any warranties to the User beyond the contents stipulated in this Agreement.
The User shall investigate at their own responsibility and expense whether using the Software violates laws, regulations, internal rules of industry associations, etc. applicable to the User, and the Company does not warrant in any way that the User’s use of the Software conforms to the laws, regulations, internal rules of industry associations, etc. applicable to the User.
The Company does not warrant in any way that the provision of the Software by the Company will not be interrupted or suspended, that the contents of the Software will not be changed, the continuity or availability of the Software, the preservation or integrity of the User’s data or information, or that the use of the Software will not affect the User’s server, hardware, or software.
Even if a link to another website is provided from the Company Website or a link to the Company Website is provided from another website, the Company does not warrant in any way regarding websites other than the Company Website and the information obtained from them.
If the Company is unable to fulfill its obligations under the License Agreement due to circumstances beyond the Company’s reasonable control (including, but not limited to, fire, power outage, hacking, computer virus invasion, earthquake, flood, war, epidemic, embargo, strike, riot, inability to secure materials and transport facilities, intervention, instruction, or request by government authorities or local governments, or the enactment, amendment, or repeal of domestic or foreign laws and regulations), the Company shall not be liable for non-performance to the User during the period such state continues
Except in cases of willful misconduct or gross negligence by the Company, the Company’s liability for damages regarding the Software shall be limited to direct and ordinary damages, excluding lost profits, indirect damages, etc., and the maximum amount shall be the total amount of usage fees for the Software actually received from the User during the past 3 months retroactively from the time the cause of the damages occurred (provided, however, that if the usage fee is free, the limit shall be 10,000 yen).

14. User’s Responsibility for Damages, etc.

If the User causes damage to the Company by violating this Agreement or in connection with the use of the Software, the User must compensate the Company for such damage.
If the User receives a claim from a third party or a dispute arises with a third party in connection with the use of the Software, the User shall immediately notify the Company of the details, handle the claim or dispute at the User’s expense and responsibility, and report the progress and results to the Company upon request from the Company.
If the Company receives any claim from a third party due to infringement of rights or other reasons in connection with the User’s use of the Software, the User must compensate the Company for the amount the Company was forced to pay to the third party based on such claim.

15. Confidentiality

In this Agreement, “Confidential Information” means all information concerning the technology, business, operations, finances, organization, and other matters of the other party provided or disclosed by the User or the Company to the other party in writing, orally, or via recording media, etc., in connection with the License Agreement or the Software (hereinafter in this Article, the party providing or disclosing Confidential Information is referred to as the “Disclosing Party,” and the party receiving the provision or disclosure of Confidential Information from the Disclosing Party is referred to as the “Receiving Party”). However, the following shall be excluded from Confidential Information: (1) information that was already generally known to the public or already known to the Receiving Party at the time of provision, disclosure, or acquisition from the Disclosing Party; (2) information that became public knowledge through publications or otherwise due to reasons not attributable to the Receiving Party after provision, disclosure, or acquisition from the Disclosing Party; (3) information legally acquired without obligation of confidentiality from a third party duly authorized to provide or disclose it; (4) information independently developed without relying on the Confidential Information; and (5) information confirmed in writing by the Disclosing Party as not requiring confidentiality.
Unless otherwise provided in this Agreement or the License Agreement, the Receiving Party shall use the Confidential Information solely for the purpose of providing or using the Software, and shall not provide, disclose, or leak the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s written consent.
Notwithstanding the provisions of Paragraph 2, the Receiving Party may disclose Confidential Information based on an order, requirement, or request of a law, court, or government agency. However, if such an order, requirement, or request is made, the Receiving Party must promptly notify the Disclosing Party to that effect.
If the Receiving Party duplicates documents or magnetic recording media containing Confidential Information, the Receiving Party shall obtain the prior written consent of the Disclosing Party, and the duplicated items shall be strictly managed in accordance with Paragraph 2.
Whenever requested by the Disclosing Party, the Receiving Party must, without delay and in accordance with the Disclosing Party’s instructions, return or destroy the Confidential Information, documents or other recording media containing or including the Confidential Information, and all copies thereof.

16. Handling of Personal Information, etc.

The Company’s handling of personal information (meaning “personal information” as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) received from the User shall be in accordance with the provisions of the Company’s Privacy Policy established separately, and the User agrees that the Company will handle such personal information in accordance with this Privacy Policy.
The Company may use and publish information, data, etc. provided by the User to the Company at its discretion as statistical information in a form that cannot identify individuals, and the User shall not raise any objections to this.

17. Term of Validity

The License Agreement shall become effective on the date the License Agreement is established for the User pursuant to Article 3, and shall remain validly in effect between the Company and the User until the earliest of the expiration date set forth in the License Agreement, the date the License Agreement is terminated, or the date the provision of the Software ends.

18. Amendment to these Terms, etc.

The Company may freely change the contents of the Software.
The Company may amend this Agreement (including rules, regulations, etc. concerning the Software posted on the Company Website; the same applies in this paragraph). When amending this Agreement, the Company shall announce the contents of the amendment and the effective date of the amendment by the method prescribed by the Company by such effective date. If the amendment requires the User’s consent under the law, the Company shall obtain the User’s consent by the method prescribed by the Company.

19. Communication/Notice

Inquiries regarding the Software and other communications or notices from the User to the Company, as well as notices concerning amendments to this Agreement and other communications or notices from the Company to the User, shall be made by the method specified by the Company.

20. Assignment of these Terms, etc.

The User may not assign, transfer, pledge, or otherwise dispose of their status under the License Agreement or rights or obligations under this Agreement to a third party without the Company’s prior written consent
If the Company transfers the business related to the Software to a third party (regardless of the form, such as business transfer, corporate split, etc.), the Company may transfer its status under the License Agreement, rights and obligations under this Agreement, and User Information and other customer information of the User to the assignee of such transfer, and the User agrees in advance in this paragraph to such transfer.

21. Entire Agreement

This Agreement constitutes the entire agreement between the Company and the User concerning the matters contained in this Agreement, and supersedes any prior agreements, representations, and understandings between the Company and the User, whether written, oral, or in any other manner, concerning the matters contained in this Agreement.

22. Severability

Even if any provision of this Agreement or a part thereof is determined to be invalid or unenforceable under laws, regulations, etc., the remaining provisions of this Agreement and the remaining portion of the provision determined to be partially invalid or unenforceable shall continue to be in full force and effect, and the Company and the User shall endeavor to modify such invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable, ensuring the intent of the invalid or unenforceable provision or part and an equivalent legal and economic effect.

23. Survival Provisions

The provisions of Article 4, Paragraphs 4, 6, and 7; Article 5, Paragraphs 3 and 4; Article 6; Article 7, Paragraph 2; Article 9, Paragraph 3; Article 10; Article 11; Article 12, Paragraphs 2 and 4; Articles 13 through 16; and Articles 20 through 24 shall remain in full force and effect even after the termination of the License Agreement. However, Article 15 shall survive only for 3 years after the termination of the License Agreement.

24. Governing Law and Jurisdiction

The governing law of this Agreement shall be Japanese law, and the Tokyo District Court or the Tokyo Summary Court shall be the exclusive agreement jurisdictional court of first instance for any and all disputes arising out of or related to this Agreement.

25. Resolution through Consultation

If any matter is not stipulated in this Agreement or any doubt arises regarding the interpretation of this Agreement, the Company and the User shall promptly resolve it through consultation in accordance with the principle of good faith and trust.

[Enacted on July 24, 2026]