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Terms and Conditions of Seller Service Use

Chapter 1. General Provisions

Article 1. Purpose

These Terms and Conditions of Seller Service Use (the “Terms and Conditions”) are intended to set forth the rights, obligations, and basic matters of conditions and process of service use between the person (the “Seller”) engaging in the online business by using the publ services (the “Services”) provided by CYCLOPS Co., Ltd. (the “Company”). 

 

Article 2. Definitions

2.1 As used herein, the following terms means as follows:

  1. publ Services (the “Services”): mean e-commerce related services and other services which the Company provides for issuance, access, paid transaction, sales management, purchase management of the Contents and the PCs, mobile websites and applications provided by the Company to ensure that the Seller can issue the Contents, register and manage the goods in charge and the subscriber members (the “Subscriber Members”) can access to the Contents by purchasing the right to use and use of Seller Services. 
  2. pApp: means a unit providing the functions of social community, notice, bulletin board, VOD, Live, video call for consultation, 1:1 chat consultation, reservation of consultation, alarm, and news letter to be provided in the set of functions to be used for the Seller Account to deliver the business services to the Subscriber Members. 
  3. Channel: means a space for the seller account to provide the Subscriber Members with the Services by utilizing the digital information.
  4. Goods: mean the Contents or the right to use for access to the Contents for which the Seller carries out the mail order sales of tangible and intangible goods and services provided to the Subscriber Members by using the Company’s Services and the Company carries out the brokerage of mail order sales. They include not only video consultation, VOD contents, commercial program and data but also all the articles to be purchased by the Subscriber Members after making payment for them in internet. 
  5. Contents: mean the information or a set of the information which is structured in a form of signal, text, voice, sound, picture, photo, video and link and produced in a form of material, to which the Seller duly obtains the right and which is to be provided to the Subscriber Members through the Services. 
  6. Seller Services: mean services under which the Seller provides the Subscriber Members with the services of access to and watching dedicated contents, video consultation, and community utilization through issuance of contents, registration and management of the paid goods through Channel. 
  7. Seller Consoles: mean PCs, mobile websites and applications which the Seller checks/manages to ensure that the Seller Services will be provided to the Subscriber Members by managing the Channel, pApp, Goods, and Contents. 
  8. Subscriber Member: means a person who obtains rights including goods purchase for using the Services provided by the Seller and uses tangible and intangible goods or services including Contents. 
  9. Subscription Goods: mean the Goods which can be used without restrictions on certain Channel, Contents in the category during the period set by the Seller. 
  10. One-time Goods: mean the Goods which can use certain Contents during the period set by the Seller.

2.2 The definitions of terms which are not defined shall be determined by the laws, regulations and general customary practices.   

 

Article 3. Post, Revision and Others of Terms and Conditions

3.1 The Company posts these Terms and Conditions through Seller Consoles so that Seller will be able to easily know such Terms and Conditions. 

3.2 If necessary, the Company may revise these Terms and Conditions to the extent that it is not violates applicable laws and regulations and, in such event, the Company expressly indicates and publicly notifies the description of such revision and application date through Seller Consoles for the period from at least 7 days before the application date to the preceding date of the application date: provided that, if such revision is disadvantageous to the seller, such revision will be publicly notified from at least 30 days before the application date to the application date. 

3.3 If the Seller does not consent to revised Terms and Conditions, the Seller may express its intent to reject prior to the application date of revised Terms and Conditions and terminate the use agreement hereunder. 

3.4 If the Seller fails to express its intent to reject such revised Terms and Conditions even though the Company clearly makes public notice or informs that the Seller will be deemed to have consent thereto unless the Seller expresses its intent to reject to revised Terms and Conditions prior to the application date of revised Terms and Conditions as set forth in Clause 3.2 hereof, the Seller shall be deemed to have consented to such revised Terms and Conditions. 

 

Article 4. Effects of Terms and Conditions

4.1 For any detail which is not set forth herein, the Company may set forth and operate an individual operational policy (the “Operational Policy”) and posts the detail thereof through Seller Consoles. The Operational Policy is incorporated in the service use agreement (the “Use Agreement”) along with these Terms and Conditions.   

4.2 The Company may separately set forth terms and conditions (the “Individual Terms and Conditions”) for certain services out of Services and, if the Seller consents to the Individual Terms and Conditions, the Individual Terms and Conditions shall constitute a part of Use Agreement and apply first if any provision of Individual Terms and Conditions conflicts to the one of these Terms and Conditions. 

4.3 Any matter which is not set forth herein or Individual Terms and Conditions or Operational Policy shall be determined by applicable laws and regulations including the Framework Act on E-documents and E-transactions, the Act on Promotion of Telecommunications Use and Information Protection, the Copyright Act, and the Privacy Act and customary practices.

4.4 The Seller confirms that he or she is well aware of these Terms and Conditions and consents to the rights and obligations relationship between the Seller and the Company. 

 

 Article 5. Formation of Use Agreement

5.1 Use Agreement is formed when any person (the “Applicant”) desiring to use the Services consents to these Terms and Conditions and files an application for subscribing to Seller under the process as designated by the Company, and the Company accepts such application after reviewing it. The Company may express its intent to accept the use by posting in the Seller Consoles or sending e-mail or other methods.   

5.2 In order to use the Services, the Seller shall consent to these Terms and Conditions and pay the use fee under the conditions of use. 

5.3 If any evidentiary document is request separately by the Company, the Applicant shall promptly submit it, and the Company may suspend or reject to accept the application for subscription until the time the Company request for such document. 

5.4 Any minor under 19 desiring to enter into the Use Agreement shall obtain consent of his or her legal representative (parents) to such Use Agreement, and legal representative’s expression of intent to consent to such Use Agreement will be confirmed when necessary documents as designated by the Company are submitted to the customer center of the Company through email. If any minor under 19 falsely enters into an agreement without the consent of his or her legal representative, such minor or legal representative may cancel such agreement: provided that, in such event, the agreement shall be deemed to be terminated, and Clauses 28 and 29 shall apply. 

 

Article 6. Application and Acceptance of Seller Membership

6.1 The Seller files a membership application as an applicant as follows: 

  1. The Applicant goes through the self-verification (real name authentication) and consent to these Terms and Conditions, fills out member information and corporate information (if any) in the form as designated by the Company, and attaches necessary evidentiary documents for filing an application for membership. 
  2. For the calculation and management of tax affairs as of accrual of revenue, any Applicant as an individual shall additionally enter resident registration number and account information (bank name, account number and accountholder) and submit evidentiary documents as requested by the Company for the settlement including a copy of resident registration number, a copy of bank book under his or her name. 
  3. Any Applicant as a corporate entity shall submit evidentiary documents as requested by the Company including a copy of corporate registration certificate, a copy of mail order business registration (if any), a copy of bank book under the name of representative or entrepreneur, registered seal certificate of representative or corporate entity, confirmation letter of authority (necessary for the case of agent’s application filing). 
  4. Any Applicant under 19 for membership shall submit the consent letter of his or her legal representative and evidentiary documents as requested by the Company to contact@publ.biz within 20 days at the latest. Otherwise, the Company may take measures including suspension of Seller’s authority as member including suspension of Seller’s sales activities and suspension of settlement or termination of his/her account.       

6.2 The Company accepts the application of membership as set forth in the foregoing Paragraph 6.1 as follows: 

– For the application of membership filed by the Applicant, the Company may accept or reject it after checking the area of subject (category) available for membership for the Services and examining whether the approval standards of category-based membership are satisfied or not. 

  1. The details of acceptance or rejection of membership application will be informed to the Applicant in the way as set forth in Clause 11 hereof. 
  2. The Company may reject to accept the membership application for the following reasons and, if the following reasons are discovered even after becoming a member, the Company may cancel its acceptance: 
  3. when the Applicant fails to use his or her real name or uses others’ name;  
  4. when the Applicant fills out false information or fails to fill out any data requested by the Company;

   iii. when a person under 14 files a membership application; 

  1. when the Seller receiving the qualification suspension action arbitrarily terminates the Use Agreement during the period of such suspension and files a membership application again;
  2. when the Applicant has lost seller qualification under the use restriction measures hereunder;
  3. when it is difficult to accept membership application due to the Company’s situation including technical or business disturbance;

   vii. when the subject area (category) is not operated in the Services as of filing the application; 

   viii. when the membership approval standards for relevant seller subject area (category) of the Company are not satisfied as of filing an application; 

  1. when the approval is not available arising out of the fault of Applicant or the Applicant violates the requirements including failure to submit any required document or documents requested by the Company; or
  2. when the Company considers as necessary in its reasonable judgment including violation of these Terms and Conditions, unlawful or unfair use application. 

6.3 Upon changes in information registered while filing a membership application, the Seller shall directly correct or immediately inform to the Company through application for correction. Otherwise, the Company shall not be liable for any disadvantage caused by violation of this Clause without willful misconduct or negligence of the Company. 

 

Article 7. Seller’s Obligation to Account Management

7.1 The Seller shall be responsible for protecting and managing its own and its operator’s account ID and password (collectively “Login Information”) and shall not allow a 3rd party to use them so that such information will not be leaked. 

7.2 If the Seller becomes aware of any of theft or leakage of its Login Information, the Seller shall immediately inform to the Company and follow the directions of the Company. Otherwise, if the Seller fails to inform to or follow such directions of the Company even after informing to the Company, the Company shall not be liable for any disadvantage caused thereby without willful misconduct or negligence of the Company. 

7.3 If there is a concern that any personal information of the Seller would be leaked, the Company may restrict on the use of related Seller account and, in such event, the Company will inform to the Seller in the way as set forth in Clause 11 hereof. 

 

Article 8. Disclaim of Agency and Warranty

8.1 The Company is only responsible for operation and management of mail-order brokerage system for the transactions of goods or services (the “Goods”) between the Seller and the Subscriber Member and does not act as an agent of the Subscriber Member or the Seller related to sales or purchase of Goods, and any act of the Company shall not be deemed as an act of agent made for or on behalf of the Seller or the Subscriber Member. 

8.2 In terms of the transactions between the Seller and the Subscriber Member to be made through the Services, the Company shall not warrant the existence and genuineness of intent to sell or purchase; Seller’s profile; quality, completeness, safety, and legality of registered goods; non-infringement on others’ right; and truthfulness of the information entered by the Subscriber Member and the materials posted in URL linked through such information, and relevant Seller or member shall be directly responsible for any and all the risks and responsibilities related thereto.  

8.3 The Company does not provide any warranty on the sales effect of Goods dealt with by the Seller through the Services, and the Seller shall not request the Company responsible for lack of sales effect intended by him or her. 

 

Article 9. Types and Use of Services

9.1 The Company may provide the Seller with the following Services hereunder and, if necessary, may consign a 3rd party to provide such Services: provided that: certain Services may be provided first under the situation of service provision and policy and other Services may be provided subsequently; and the periods of provision by Services may differ based on the policy of the Company, and the names of Services may also change: 

  1. web hosting, server hosting, shopping mall hosting services under which online and mobile services and tools are provided so that the Seller will be able to produce, manage and use its own website or applications without technical/design knowledge or experts; 
  2. mail order brokerage services brokering trading of Goods; 
  3. notification service for details of Goods trade between the Subscriber Member purchasing the Goods and the Seller, marketing, service for receiving and sending promotion message, and 1:1 chatting consultation service;  
  4. payment and settlement services for sales payment while trading Goods;
  5. services with which the Seller can enter and manage the information of Goods to be provided by it, entrepreneur information, information of sales payment settlement, etc.; and 
  6. all services related to mail order brokerage. 

9.2 The purpose of Services provided by the Company is to allow to use Services or broker mail order for the Seller to trade Goods. The Company shall not be liable for any Goods registered by an individual Seller in the Service violation of this Clause without willful misconduct or negligence of the Company.

9.3 The Seller may be required to have a separate qualification for the sales of Goods in certain subject area (category) and, in such event, may register and sell such Goods only after the Seller is found to have such qualification.

 

Article 10. Protection of Personal Information

10.1 The Company makes its best effort to protect the Personal Information of the Seller as prescribed in applicable laws and regulations. The Seller’s protection of Personal Information shall comply with applicable laws and regulations and the ‘Privacy Policy’ established by the Company. 

10.2 The Seller shall not use for other purposes than the one hereof or divulge to outside such as provision to a 3rd party any Personal Information of others including Subscriber Members acquired in using the Services. The Seller shall strictly protect such Personal Information in accordance with applicable laws and regulations, these Terms and Conditions and Operational Policy. 

10.3 In order to provide, execute and manage the Contents under the sales of Goods, the Company may take measures for non-disclosure of Personal Information of Subscriber Members, which is disclosed to the Seller, after reasonable period lapses under the Company’s policy.  

 

Article 11. Notice

11.1 In giving a notice hereunder, the Company may announce it through email, (mobile) telephone number, address, and Seller Consoles provided by the Seller. 

11.2 As for a notice to all the Sellers, the Company posts such notice in the homepage and Services for at least 3 days.  

11.3 The Seller shall provide and keep updated the information of email, (mobile) telephone number, address, etc. actually accessible by the Company and check the notice given by the Company. 

11.4 The Company shall not be liable for any disadvantages arising out of the Seller’s negligence of the obligations as set forth in the foregoing Paragraph 11.3 without willful misconduct or negligence of the Company.

 

 

Chapter 2. Agreement

 

Article 12. Obligations of Contracting Parties

12.1 The Company’s obligations are as follows: 

  1. In the absence of extraordinary circumstances, the Company shall ensure that the Services will be available on the date of service construction as desired by the customer. 
  2. The Company is obliged to continue to provide stable Services to the Seller hereunder. 

12.2 The Seller’s obligations are as follows: 

  1. The Seller shall pay the service fee as set forth herein in consideration of the use of Services. 
  2. Upon changes in the provision of contract including address, contact, and corporate registration number, the Seller shall immediately inform them to the Company. Otherwise, the Seller shall be responsible for any disadvantage arising out of its negligence. 

12.3 The Company and the Seller shall not divulge or distribute to others without prior approval of other party nor use for other purposes than its duties related to the Services any information including trade secret of the parties obtained in the course of executing and performing this Use Agreement. 

 

Article 13. Modification of Agreement

13.1 If it desires to modify any provision of contract including the period for use of Services, the Seller shall request and obtain approval of the Company. 

13.2 Upon the Seller’s application for changes in the name for the reason of succession, merger, split and business acquisition, a person desiring to succeed such name shall submit all of evidentiary documents to the Company, and such changes will be formed when the Company accepts it. Upon acceptance of such application by the Company, any and all the rights and obligations of the Seller hereunder shall be transferred to the successor.    

13.3 Upon occurrence of the cause as set forth in the foregoing 13.2, the Seller shall inform to the Company without delay and, if such name is not succeeded, these Terms and Conditions may be terminated and, in such event, the measures against the breach of contract as set forth in Clause 32 hereof shall apply. 

13.4 The Seller shall be liable for the damage incurred by the Company arising out of failure or negligence of the Seller in giving such notice even upon occurrence of the causes as set forth in the foregoing Paragraph 13.2 or 13.3. 

 

Article 14. Renewal of Agreement

The monthly fee by channel plans to be paid every month on a regular basis shall be deemed to be extended with the same conditions unless the Seller or the Company express its intent not to renew the Use Agreement until the preceding date of expiration of use period: provided that, if such regular payment is not made as of such expiration date, the use of Services will be suspended on the following date of expiration. 

 

Article 15. No Assignment of Account and Channel

The Seller shall not assign or transfer its rights and obligations hereunder to a 3rd party without written prior consent of the Company. Upon such assignment or transfer, the agreement shall be deemed to be terminated, and Clauses 28 and 29 hereof may apply.      

 

Article 16. Rights and Obligations of Company

16.1 The Company makes its best effort in providing continuous and stable Services hereunder. 

16.2 If any complaint and service problem raised by the Seller are considered as legitimate, the Company will solve such problem first and, if prompt problem solving is difficult, the Company will guide the reason and handling process to the Seller in a way as set forth in Clause 11 hereof. 

16.3 The Company may use profile and the Goods information registered by the Seller in the Services for the purpose of provision and promotion of Services and, if necessary, may utilize such information after amending and editing it.  

16.4 The Company may prepare statistical data by utilizing the information of sales effect generated from the Seller’s use of Services including details of Goods trading and sales payment, and utilize such data for the purpose of service improvement, application to other Services of the Company, and development of new service.  

16.5 The Company may provide investigation agencies or the court with any data related to the Seller’s use of Services without consent of such Seller if requested by such agencies or the court under applicable laws and regulations.  

16.6 If any Goods and its information registered by the Seller in the Services are considered as illegal information under the ‘Act on Promotion of Telecommunications Use and Information Protection’, or when it is requested by applicable agencies including the ‘Korea Communications Standards Commission’, or the Seller is considered to use the Services for other purposes than these Terms and Conditions, the Company may suspend the use of or delete such Goods or information without giving prior notice to the Seller.  

16.7 In order to provide stable Services, the Company may set a limit on the number of Goods for sales by the Sellers (including all the Goods which are on sale and waiting for sale), and the details thereof are determined in the Operational Policy of the Company. 

16.8 The Company may check the personal background of the Seller in order to prevent any money laundering act and financing for offences of public intimidation, and the Seller shall cooperate with the Company for the use of payment and settlement service. 

 

Article 17. Obligations of Seller and Prohibited Acts

17.1 The Seller warrants that it will not fill out any false information in filing membership application, changes in member information, and registration of seller profile, and any evidentiary material submitted to the Company for membership application will not include any false information. The Seller shall be responsible for any advantages and legal responsibility arising out of its violation of this Clause. 

17.2 The Seller warrants that its sales of Goods in relevant seller subject area (category) in the Services and its provision of the Contents thereunder will not violate applicable laws and regulations, and it will trade the Goods after obtaining certain qualifications, permit, license and requirements if these are required by applicable laws and regulations to trade such Goods and provide related Contents. The Seller shall be responsible for any advantages and legal responsibility arising out of its violation of this Clause, indemnify the Company from any and all the claims raised against the Company and be liable for the damage incurred by the Company or the Subscriber Member arising out of the Seller’s violation of this Clause. 

17.3 The Seller shall comply with applicable laws and regulations and obligations hereunder and under the Operational Policy. Otherwise, if the Seller violates its obligations hereunder, the Company may take measures including restrictions on the use of the Services and termination of the Use Agreement, and the Company shall not be responsible for any disadvantage therefrom without its willful misconduct and negligence. 

17.4 The Seller shall directly provide the Contents under the sales condition of Goods in person. Otherwise, it shall be fully responsible for the cases where any provision of Contents in consistent with such sales condition of Goods are not made or are performed incompletely and indemnify the Company. 

17.5 Should the Seller discover that the supply of the Contents offered is difficult, the Seller shall inform the Subscriber Member and the Company of the reason thereof without delay, indemnify the Company and refund or take measures necessary for a refund of the entire or the part of payment for such Contents within 7 business days from the date when a guide is given to the Subscriber Member.  

17.6 Any matter which is not set forth herein including detailed interpretation and process related to the restrictions on the use of the Services and termination of the Use Agreement shall be determined in the Operational Policy. 

17.7 The Seller shall not commit any of the following acts and, otherwise, the Company may take measures including suspension of the use of the Services and termination of the Use Agreement hereunder and under the Operational Policy. In addition, the Company may not settle the sales payment accrued from all channels operated by such Seller account for the purpose of damage compensation to the Subscriber Member under Clauses 28 and 29:

  1. General prohibited acts:
  2. Steal other’s ID; 
  3. Transfer or lease any Login Information to others; 

iii. Damage to the reputation of or insult others;  

  1. Fail to use real name or use the name of others;
  2. Fill out false information or fail to fill out the details as suggested by the Company;
  3. Attempt to use or distribute any Contents which the youth is prohibited to use under the Juvenile Protection Act; 

vii. Sell or distribute any improper Contents which fall under the one as set forth in Clause 21 hereof;

viii. Post or link any harmful information including obscene information and false or illegal information through the Services;

  1. Commit any act harmful to others and the Company including hacking, computer virus distribution and server attack;
  2. Transmit massive information for the purpose of disturbance of stable operation of Services or continuously transmit advertising information against the will of recipient;
  3. Commit any act which may cause disturbance or failure of the Services of the Company;

xii. Transfer, give or provide as security its rights or obligations hereunder to another person without prior written consent of the Company;

xiii Commit any act engaging crime or violating applicable laws and regulations; and

xiv. Commit any other acts which are prohibited in the Operational Policy because the Company considers that restriction on the use of the Services is necessary.

  1. Prohibited acts related to registration and sales of Goods:
  2. Register the Goods falsely or carry out transactions including purchase of Goods of the Seller by using the account of others including family members or acquaintances;
  3. Use the logo, image, and name provided by the Company for other usage or location than the purpose designated by the Company;

iii. Make settlement which is abnormal or violates the ‘Specialized Credit Financial Business Act’ and the ‘Act on Promotion of Telecommunications Use and Information Protection’ and other applicable laws and regulations including circulation of cash disguised as sales of Goods or provision of services;

  1. Enter any details irrelevant to the Goods to the tile and information of the Goods while registering the Goods or repeatedly enter the same details with no justifiable reason;
  2. Restrict on fair rights of the Subscriber Member including restriction on withdrawal of subscription with no ground in the laws and regulations while registering and selling the Goods;
  3. Sell the Goods with no certain qualification, permit or license required by applicable the laws and regulations for such sale even such qualification, permit or license is necessary;  

vii. Enter detailed information of Goods sales and Contents provision falsely in relevant Seller subject area (category) required by applicable the laws and regulations;

viii. Enter detailed information falsely including use of trademark or logo of others in Seller profile and Goods information;

  1. Enter details violating applicable the laws and regulations, these Terms and Conditions, and the Operational Policy while registering Subscription Goods; 
  2. Fail to enter required information as required by applicable the laws and regulations while registering Subscription Goods;
  3. Disguise the transactions generated in offline and the services provided by 3rd party for the purpose of unfair receipt of coupons and mileage provided by the Company as the one in the Services of the Company, and reorder and send any transaction case generated in the services provided by a 3rd party;    

xii. Manipulate the number of agreed, comments, hits, and sales by the Seller, itself, or through a 3rd party; and

xiii. Commit any acts which infringe or would infringe on the right of the Company or a 3rd party, or threaten the order of e-commerce as equivalent to these acts as described above sentences. 

17.8 The Seller shall check and be well aware of the alert and bulletin board delivered through Seller Consoles and email address registered by the Seller, and make its best effort in keeping the profile, the information of entrepreneur and settlement related information, which are exposed in the Goods information box, updated. The Company shall not be responsible for any problem arising out of Seller’s failure to make such check or misunderstanding of such information without the willful misconduct or negligence of the Company. 

 

 

Chapter 3. Management of Sales of Goods, Contents Issuance, and Others

 

Article 18. Use of Channel and Goods Sales Management 

18.1 The registration of Contents and Goods sales are available after the Company’s approval of Seller membership, and the Seller shall directly register and manage through Seller Consoles. 

18.2 The Seller shall be responsible for faithfully manage and operate in good faith to ensure that the Contents registration and advertisement and sales of Goods will not violate all laws, regulations and these Terms and Conditions. 

18.3 The Seller shall properly manage detailed information including the type of Contents and condition of Goods sales to be provided through the channel and shall not enter false information. 

18.4 The Seller may use Seller Consoles and channels within the purpose designated by the Company including registration and correction of Contents and Goods, installation of pApp and provision of the Seller’s Services and shall not provide a 3rd party with the information received through Seller Consoles and channels for other purposes than applicable laws, regulations and these Terms and Conditions. 

18.5 The Seller shall be responsible for managing Login Information of its and operator’s channel, and the Company shall not be liable for the damage incurred related to the loss of Login Information and 3rd party’s use arising out of the fault of the Seller or the operator. 

18.6 If the Company requests for submission of information necessary for the operation of Services and evidentiary materials, the Seller shall faithfully respond thereto.  

18.7 Upon Subscriber Member’s request for issuance of tax invoices, the Seller shall faithfully respond thereto. 

18.8 The Seller shall correctly and faithfully respond to the inquiries of the Subscriber Member, and the Seller shall fully bear all responsibility and obligations caused by incorrect or unfaithful response of the Seller. If the Seller violates this Paragraph and the claims are made by the Subscriber Member repeatedly, the Company may restrict on the use and terminate the Use Agreement against the Seller.

18.9 Should Subscriber Member delete any inquiries or comment entered by itself, the answers thereto entered by the Seller may be deleted: provided that any posted messages deleted will be retained for 3 years from the date of entry under applicable laws and regulations. 

18.10 The Seller shall correctly understand the Operational Policy and bulletin board posted and guided through Seller Consoles and channels by the Company and, otherwise, the Company will not be liable for any damage arising out of failure of check or misunderstanding of the Seller. 

 

Article 19. Registration and Sales of Goods

The Seller shall provide the information of Goods in detail to ensure that, in registering such Goods, the Subscriber Member can sufficiently check the sales condition of Goods before purchasing including withdrawal and termination of subscription (the “Subscription Withdrawal”) of the Goods and refund related conditions (including restrictions on refund in case of Subscription Withdrawal). The Seller shall be fully responsible for the information of Goods registered by the Seller. 

 

Article 20. Management of Contents Issuance

20.1 If the Seller desires to register any Content which falls under non-conforming Contents in “the subject area (category) necessary for an inspection” as stated in the Operational Policy of the Company, the issuance of Contents may be restricted.  

20.2 The Company may request the Seller to go through preliminary check process before registering Contents in cases where: the Seller violates applicable laws and regulations, these Terms and Conditions, and the Operational Policy; the Seller infringes on the rights of others; or the Subscriber Member’s report that there is reasonable doubt of non-conforming Contents which are suspicious to be involved in unlawful and unfair act is received.   

20.3 The Seller may reject to the Company’s request for such preliminary check process as set forth in the foregoing Paragraph 20.2: provided that, in case of such rejection, the Seller may have a disadvantage. 

20.4 Even upon deletion of Contents issued by the Seller, the Company may retain the Contents and information of Goods in order to perform its obligation to retain the information as required by applicable laws and regulations.

 

Article 21. Prohibition of Provision of Inappropriate Contents 

21.1 The Company may delete, cancel or suspend, on its own discretion or upon request of a 3rd party including a reporter of right infringement, the registration of any Contents or Goods issued and registered by the Seller which are not appropriate for online sales and distribution including un-merchantable Contents under applicable laws and regulations.

21.2 The Company may delete, cancel or suspend, on its own discretion, any details of Contents and information of Goods registered by the Seller, sales and provision of Goods which: violate laws and regulations, these Terms and Conditions and the Operational Policy; disturb public moral; are related to or have a purpose of illegal act; or are necessary for the policy of the Company.   

21.3 The Company prohibits the sales of un-merchantable Contents which fall under any of the followings, and the Seller issuing and selling such Contents shall be fully responsible for the sales of Contents which are not appropriate to be sold. If any damage is incurred by the Company, the Company may recourse such damage from the Seller:

  1. Contents subject to false or exaggerated advertisement;
  2. Contents infringing on the right of others such as IPR (including trademark and copyright);
  3. obscene materials the distribution of which is prohibited under applicable laws and regulations; 
  4. books, video and sound source which are either not classified or deliberated under the laws and regulations or unlawfully reproduced; 
  5. Contents the Seller’s sale of which is prohibited or the Contents for which the Seller is prohibited from providing the benefit, live streaming, and VOD under applicable laws and regulations; 
  6. Contents the decision (request) of sales of which is suspended or delayed under applicable laws and regulations; 
  7. Contents which contain words inducing additional payment or transaction or the details which restrict any rights owned by the Subscriber Member under applicable laws and regulations; or
  8. Contents the dealing of which is prohibited under the policy of the Company or which are against public moral. 

21.4 The Seller shall indemnify the Company and be liable for the damage arising out of a dispute with a 3rd party on the Contents and Goods information registered in the Services. 

 

Article 22. Refund including Withdrawal of Subscription

22.1 Under the refund rules for the cases where the Seller’s Services are operated in a form of subscription service of video, the Subscriber Member may request for withdrawal of subscription to the extent that there is no history of appreciation or use within 7 days from the date of payment for Goods or Seller Services purchased by the Subscriber Member. In such event, the transaction of Goods will be immediately cancelled and refunded. The Seller shall clearly indicate and advertise to the Subscriber Member to ensure that any cause of dispute is reduced and the inconveniences is minimized.  

22.2 If the Subscriber Member requests for a refund to the Seller with the system and process within the Service and the Seller approves, the Company will carry out a refund processing based on the foregoing Paragraph 2.1 and deduct from the payment. 

22.3 If the Subscriber Member requests for a refund to the Seller not with the system and process within the Service but in a way outside the Service including personal telephone and email of the Seller, the Company will carry out the refund processing only when the Seller submits relevant evidentiary materials including refund amount and ground for calculation of refund amount as agreed with the Subscriber Member within 5 days from the date of refund request of Subscriber Member. The Seller shall indemnify the Company from any and all the claims raised against the Company arising out of the violation of this Clause and be liable for all the damage incurred by the Company or the Subscriber Member arising out of such violation of this Clause.  

22.4 Should any sales condition of Goods set by the Seller violate applicable laws and regulations, applicable laws and regulations apply first and, in such event, the Seller may be subject to the disciplinary action for the violation of such applicable laws and regulations or these Terms and Conditions.  

22.5 The Seller shall refund fully the payment for the Goods even commencement of the use of Goods to the extent that the provision of subscribed Contents under the condition of Goods sales is not completed including non-warranty of period for access to the Contents arising out of the fault of the Seller, in principle. Thus, payment for the sales accrued from all channels operated by relevant Seller Account may not be made for the purpose of damage compensation to the Subscriber Member under Clauses 28 and 29.   

22.6 Any claim raised by the Subscriber Member in terms of refund including withdrawal of Goods subscription to the Company shall be resolved as agreed by the Seller and the Subscriber Member: provided that, if the Seller and the Subscriber Member do not agree thereto arising out of violation of obligations hereunder or the fault of the Seller, the Company may carry out a refund to the Subscriber Member under the conditions of sales of Goods. In such event, the Company may deduct and settle such refund amount from the sale payment to be paid to the Seller.  

 

 

Chapter 4. Provision of Services and System Management

 

Article 23. Restrictions on Use of Services

23.1 If the Seller violates applicable laws and regulations, these Terms and Conditions, or the Operational Policy of the Company and commits an act infringing on other’s rights, or there exists a reasonable doubt of any of such illegal or wrongful act, the Company may restrict on the use of Services hereunder and under the Operational Policy (hereinafter, the various restrictions on the use of Services as set forth in this Clause shall be referred to as “Use Restriction”).

23.2 The measures for the Use Restriction shall be classified into restriction on exposure of inappropriate Contents and Goods, warning, suspension of use for certain period, permanent suspension of use, and forced withdrawal. During such period of suspension of use, the registration of new Contents and sales of Goods which have been already registered are suspended. 

23.3 If the Seller falls under any of the followings, the Company may take measures including the Use Restriction of the Services, and the detailed standard and process thereof shall be determined in the Operational Policy: 

  1. The Seller commits any act obstructing the use of Services by others or the Company’s business; 
  2. The Seller’s unfaithful responses including delay in issuing the Contents, failure to provide warranted benefits and non-response are continued; 
  3. The cause of excessive loading in the entire service system of the Company is the Seller’s abnormal use of Services; 
  4. The Seller’s sales of Goods in relevant subject area (category) and provision of Contents violate applicable laws and regulations; or 
  5. The Seller commits any act in violation of applicable laws and regulations, these Terms and Conditions, or the Operational Policy of the Company.

23.4 In restricting on the use of Services, unless otherwise stated herein, the Company shall inform to the Seller in the way as set forth in Clause 11 hereof and may give a post notice after taking measures to restrict on use under this Clause in case that there is an inevitable reason. 

23.5 The Seller shall be liable for the damage incurred by the Subscriber Member arising out of the Use Restriction under this Clause. 

 

Article 24. Temporary Suspension of Services

24.1 If the case falls under any of the followings, the Company may suspend the Services temporarily: 

  1. when a regular inspection and the repair of facilities are necessary; 
  2. when there is a fault of a 3rd party including suspension of telecommunication service of key telecommunication service providers;
  3. when normal Services are impossible due to act of God and national emergency; or
  4. when technical or business obstruction beyond the control exists.

24.2 In suspending the Services under this Clause, the Company shall clearly state the reason and period of such suspension and inform to the Seller in the way as set forth in Clause 11 hereof, in principle. 

 

 

Chapter 5. Use Fee and Calculation

 

Article 25. General Principles of Use Fee

25.1 The Company may impose to the Seller the service fee as follows and announce the details and rate of the use fee through its homepage and Seller Consoles.

  1. Monthly fee: means the channel plan fee to be settled on a regular basis each month.
  2. Service use fee: means the fee deducted and imposed while calculating by applying certain rate to the sales amount.
  3. pApp use fee: means the costs accrued in proportion of traffic accrued from the use of pApp by the Seller and the Subscriber Member, deducted and imposed while calculating.  
  4. Additional service use fee: means the fee for additional service which is separately applied by the member other than basic services.  

25.2 The use fee shall be paid in advance, in principle but may be paid in subsequent payment depending on the policy of the Company or types of Services.  

25.3 The Seller shall settle the use fee on the designated payment date. If the Seller fails to make this settlement, the Service use may be restricted under Clause 23 or the Use Agreement may terminate under Clause 14 hereof. The Seller desiring to reuse the Services may make settlement again.  

25.4 Even upon changes in use fee during the term of the Use Agreement, the term of agreement which is effective as of the date of such changes shall not apply retroactively without extraordinary circumstance. 

25.5 If necessary, the Company may newly set or change the use fees of Services, and such setting and changes shall be announced through the screen of homepage and Seller Consoles of the Company. In order to revitalize the sales, the Company may discount the service use fee for certain Service within the scope of service use fee. In addition, the Company may adjust or discharge the service use fee to the certain Seller based on certain standards and processes designated by the Company including the nature of Seller’s Service, sales performance and Seller’s characteristics. In such event, the Company may inform important details thereof to or enter an understanding with the Seller subject to such adjustment or discharge. 

 

Article 26. Settlement of Use Fee

26.1 The settlement by use fees is as follows: 

  1. Monthly Fee will be settled each month on a regular basis with the card registered for settlement registered by the Seller, and the date of initial settlement for the Services will be automatically set as a regular settlement date. If no settlement date exists for certain month, the settlement shall be made on the end of such month.  
  2. Service use fee and pApp use fee are imposed in a way of deducting such use fees when calculating the sales payment of Goods: provided that, the service use fee or pApp use fee exceeds the sales payment of Goods, the Seller shall settle separately the excess amount by following the guides of the Company as stated in Seller Consoles or calculation page.  
  3. Any settlement of additional service fee shall be made by following the guides by each Service. 

 

Article 27. Calculation

27.1 In calculating the sales payment for the Goods sold through the Service, the Company pays to the Seller the balance (the “Calculated Payment”) of sales amount (payment – refund) calculated under the calculation standard for the period from the 1st day to the end of each month deducted by the following deduction items:  

  1. service use fee; 
  2. pApp use fee; and
  3. unpaid amount and other debts owed to the Company. 

27.2 If any advance payment of use fee balance exists, the Company shall pay to the Seller the Calculated Payment by deducting from the advance payment the deduction-item based amount as set forth in the foregoing Paragraph 27.1 in the sales amount (payment – refund) calculated under the calculation standard. 

27.3 The payment of calculation amount is paid in the following method as selected by the Seller, and the details thereof including approval and expected payment date can be checked in the calculation page of the Seller Console, the Operational Policy or the bulletin board: provided that the minimum requirements (including deadline and method) available for the calculation may be clearly stated in the Operational Policy:

  1. application for direct calculation; and
  2. monthly automatic calculation.

27.4 The Seller shall enter the account for receiving the calculated payment while filing membership application, and the account holder thereof as designated by the Seller shall be the same person with the Seller, in principle: provided that any individual member other than an entrepreneur may enter an account for receiving the calculated payment only for the cases where actual transaction occurs, and relevant information shall be entered within relevant month when the transaction occurs and, otherwise, if relevant information is not entered, the calculated payment may not be paid. 

27.5 If a wire transfer cannot be made due to the error in account number entered by the Seller for payment of calculated payment, system error or Use Restrictions, the Company’s payment of calculated payment may be delayed. 

27.6 Any calculated payment accrued after the Seller’s withdrawal will be paid to the deposit account designated by the Seller in the latest before such withdrawal. 

 

Article 28. Suspension or Rejection of Calculation

28.1 If there exists the Seller’s violation of or a reasonable doubt of the Seller’s violation of these Terms and Conditions, the Company may suspend or reject to calculate the sales payment for the handling and cancellation of Goods transactions. 

28.2 If the case falls under any of the followings, the Company may suspend the calculation of sales payment to the Seller: 

  1. When the Seller is suspicious for violation of these Terms and Conditions and Operational Policy and the Company requests for explanation thereof; or
  2. When any provisional attachment, attachment or debt collection order is decided by the court against the sales payment upon application of the Seller’s creditors.

28.3 If the case falls under any of the followings, the Company may deduct all the costs including the damage incurred by the Company and the Subscriber Member arising out of the fault of the Seller when calculating the sales payment: 

  1. when the Company requests for explanation under Paragraph 2.a but the Seller fails to make such explanation within 7 days thereafter; 
  2. when the case falls under the situations as set forth in Clauses 5, 15, 17 and 22 hereof;
  3. when there exists a proper situation that it cannot be a normal transaction including false transaction; or
  4. when it is expected that it will be a violation of these Terms and Conditions and damage will be incurred by the Company and the Subscriber Member. 

28.4 The Company may deposit the sales payment of the Seller even after termination of the Use Agreement with the Seller for 60 days from such termination date at maximum so that such deposited payment may be used for the payment of relevant costs for the cases where refunds or claims are filed by the Subscriber Members for such period. 

28.5 If there exist any reasonable causes including failure of comply with the laws or obligations for money laundry prevention other than the causes of this Clause, the Company may inform to the Seller, delay in calculating the entire or part of sales payment for certain period or set off from the claim for money owned by the Company against the Seller.  

28.6 If the damage incurred by the Subscriber Member and the Company arising out of the fault of the Seller is larger than the calculated amount, the Company will not calculate the sales payment accrued from all the channels operated by the Seller Account for the purpose of damage compensation and may claim damage additionally. 

 

 

Chapter 6. Termination of Agreement

 

Article 29. Company’s Right to Termination

29.1 If the Seller falls under any of the followings, the Company may terminate agreement: 

  1. when it is evident that the Seller will not perform its payment obligations for the Monthly Fee and pApp use fee due to bankruptcy, fleeing or missing and the Seller fails to remedy this within 1 month thereafter; 
  2. when the Services cannot be commenced on the expected reopen date after Service commencement and temporary suspension arising out of the fault of the Seller; 
  3. when the Seller delays in paying the Monthly Fee and pApp use fee for not less than 2 months in the condition of channel vitalization;
  4. when the case falls under the situations as set forth in Clauses 5, 15, 17 and 22; or  
  5. when the Seller violates these Terms and Conditions.

29.2 If the Company desires to terminate the agreement, the Company shall give a notice of termination to the Seller in a way as set forth in Clause 11 at least 3 days before: provided that the Company may terminate the agreement without giving such notice to the Seller when a contact cannot be made to the place provided by the Seller or the Seller’s location is unknown. 

 

Article 30. Termination, Suspension and Abolition of Services

30.1 If any of the following causes occurs, the Company may terminate, suspend or abolish its provision of Services by giving a notice of the reason and date thereof to the Seller in a way as set forth in Clause 11: 

  1. when it is strikingly difficult to provide the Services for the changes in business environment or technical development;
  2. when the Services cannot be provided continuously due to administrative disposition of administrative agencies, judgment and decision of the court or bankruptcy of the Company; or 
  3. when it is strikingly difficult to provide the Services for a force majeure including war, incident, act of God and other causes.  

30.2 If the case falls under the causes as set forth in the foregoing Paragraph 30.1 and the Services are terminated, the Company will give a notice thereof to the Seller in a way as set forth in Clause 11. If the Seller fails to respond thereto within 3 days from the date of commencing to contact to the Seller or the Seller cannot be contacted in the way provided by the Seller, this shall be deemed that the Seller consents to such termination and the Services will be terminated. 

30.3 If the case does not fall under the causes as set forth in the foregoing Paragraph 30.1 and the Services are terminated, the Company will give a 30 day notice thereof to the Seller in a way as set forth in Clause 11. If the Seller fails to respond thereto within 3 days from the date of commencing to contact to the Seller or the Seller cannot be contacted in the way provided by the Seller, this shall be deemed that the Seller consents to such termination and the Services will be terminated.

 

 

Chapter 7. Miscellaneous

 

Article 31. Confidentiality

31.1The Seller shall not divulge to outside and a 3rd party or use for other purpose than the scope of the one hereunder not only the information of the Subscriber Members but also any and all the information including trade secret of the Company obtained in the course of using the Services.  

31.2 The confidentiality obligations as set forth in the foregoing Paragraph 31.1 shall survive even after termination of the Use Agreement. 

 

Article 32. Damage

The Seller shall be liable for the damage incurred by the opposite party, Subscriber Members and other

Sellers arising out of the fault of the Seller. 

 

Article 33. Indemnification 

33.1 The Company shall not be responsible for the information of Goods registered by the Seller. If any dispute between the Subscriber Member and the Seller arises on the Goods transactions with the Subscriber Member, the Company will not interfere in such dispute and the Seller shall be fully responsible for the result of such dispute. If a 3rd party requests for legal responsibility, civil or criminal, against the Company in terms of the Goods transactions, the Seller shall actively cooperate with the Company in solving the problem and be liable for the damage incurred by the Company.  

33.2 Notwithstanding the foregoing Paragraph 33.1, when any civil complaint or dispute arises between the Subscriber Member and the Seller or the Seller and a 3rd party, and the Seller or the Subscriber Member requests the Company to mediate such dispute, the Company may intervene in such dispute through the customer center exceptionally, and the Seller shall respect the decision of the Company in good faith at best.  

33.3 Upon request of legitimate right holder, the Company may delete or modify the information of relevant Goods, and the Seller shall not request the Company legally responsible for the damage incurred by such deletion or modification. 

33.4 The Company may provide to the Subscriber Member with the method to access to the information of the Seller under applicable laws and regulations, and the Seller shall be fully responsible for its failure to enter such information or entry of false information. 

33.5 If any causes including repair, inspection, replacement and failure of telecommunication facilities including computers occur, the Company may temporarily suspend its provision of Services and will not be responsible therefor without its willful misconduct or gross negligence.  

33.6 The Company shall not be liable for any damage arising out of the Seller’s divulge or provision of its own personal information or Login Information to others without the willful misconduct or gross negligence of the Company. 

33.7 The Company shall not be liable for any damage incurred by the Seller arising out of its negligence in performing a confirmation obligation on a notice of changes in applicable laws, regulations, these Terms and Conditions, and the Operational Policy, or a notice or alarm to the Seller without the willful misconduct or gross negligence of the Company.

33.8 The Company’s acceptance of the Seller’s membership application for the Services shall not mean the Company’s confirmation and approval that the Seller does not violate any applicable laws and regulations in selling the Goods, and the Company shall not be responsible for the Seller’s violation of applicable laws and regulations. 

 

Article 34. Dispute Resolution

Any dispute between the Company and the Seller shall be governed by the laws of Republic of Korea and be finally settled by the Seoul District Court under the Civil Procedure Act. 

 

 

 

Addenda

. Version No.: v. 20211011

. Announce date: Oct. 11, 2021

. Execution date: Oct. 11, 2021