FACE WALLET DEVELOPER SDK LICENSE TERMS OF USE

Article 1 (Purpose)
(1) The Face Wallet Developer SDK License Terms of Use (these “Terms of Use”) set forth the rights, obligations, and other necessary matters arising out of the relationship between HAECHI LABS Co. Ltd. (“Company”) and Customer (“Customer”) in connection with Developer SDK licenses provided by Company. These Terms of Use have the effect of a binding agreement between Customer and Company.
(2) Customer’s access to SDK and API and use thereof shall be subject to these Terms of Use, and in the event of a conflict between these Terms of Use and the Face Wallet Terms of Use, these Terms of Use shall prevail.

Article 2 (Definitions)
As used in these Terms, the following terms shall have the meanings as defined below:
(1) “Face Wallet” means Company’s Digital Wallet service which End User may store, transmit, and/or use the Crypto Asset on the Blockchain Network.
(2) “Services” means the service the Company provides SDK and API for Customer to mount the Face Wallet to the Customer Service (in-app).
(3) “End User” means the user of the Customer Service and the user of the Face Wallet mounted on the Customer Service through the Services.
(4) “Customer Service” means such services, as provided by Customer to End User through a website, mobile application, etc. and the services of Customer as approved by Company in connection with the use of the Services by Customer.

Article 3 (Effect of Terms of Use and Execution of Service Use Agreement)
(1) Company shall post these Terms of Use at an appropriate location on the website operated by Company or notify by any other method as Company deems appropriate.
(2) If Customer agrees to these Terms of Use and thereafter submits the information of Customer and Customer Service, the term of use of the Services, etc., according to the method requested by Company (e.g., execution of agreement in separate writing or application for use through the website operated by Company), Company shall review the submission and decide whether to approve. By Company’s approval of Customer’s application for use, the Service use agreement under these Terms of Use shall be made. The Service use agreement shall be deemed made as of when Company notifies the completion of the approval.
(3) Company may differentiate the services by subdividing the period of use of the Services, conditions of use, etc. by the Customer type in accordance with the internal policy in connection with Customer.
(4) If Company and Customer separately entered into an individual agreement in connection with the Services, the terms of such individual agreement shall prevail over these Terms of Use, and the matters not specified in such individual agreement shall be governed by these Terms of Use.

Article 4 (Responsibilities of Customer)
Customer shall comply with the following obligations and responsibilities:

  1. Customer shall use the Services in compliance with the relevant laws and regulations or orders, ordinances, instructions or guidelines of the relevant governmental authorities and/or international organizations.
  2. Customer shall cooperate in measures taken for compliance with procedures as required by the relevant governmental authorities and/or international organizations in connection with any crypto asset transactions by Customer and/or End User via Face Wallet.
  3. Customer shall bear sole responsibility for (i) management and maintenance of its access information with relation to the Services and (ii) theft of such Customer information or access information in breach of End User’s duty of care.
  4. Customer must ensure that crypto asset is not traded (or purchased, held, exchanged, or transferred) for money laundering, terrorist financing, or the proliferation of weapons of mass destruction, or any other illegal purpose.
  5. Customer may not engage in any activities outside the scope of the Services and the agreed purpose of use such as using the Services without the consent of Company to link to the services other than the Customer Service, or reselling the Services to a third party.
  6. Customer shall maintain and develop the Customer Service for the Services to safely link to and be compatible through the Customer Service, and shall be solely liable for any errors or limitations of functions arising from use of the Services in the old versions.

Article 5 (Use of Services)
(1) Company grants Customer limited, personal, non-transferable and non-exclusive rights to use and exercise the Services and Intellectual Property Right in connection with the Services within the scope of these Terms of Use.
(2) Customer may use development guide, API guide, SDK (the “Technical Material”) and access information with relation to the Services provided by Company for the period of use of the Services as requested by Customer and approved by Company as set forth in Article 3(2).
(3) Customer may access to and use the Services only to the extent of the authority granted to Customer pursuant to these Terms of Use.

Article 6 (Scope of Use of Services)
(1) Customer shall use the Services within the purpose of mounting to the Customer Service (in-app) as requested by Customer and approved by Company as set forth in Article 3(2) and must separately obtain the approval by Company for the use of the Services for other services.
(2) If the Services are used for other services in breach of Article 6(1), Customer shall immediately cease its use of the Services for other services, and shall compensate for damages incurred to Company owing to Customer’s use of the Services for the other services.

Article 7 (Suspension, Limitation, or Discontinuation of Services)
(1) Upon occurrence of any of the following events, Company may at any time temporarily suspend, limit, or discontinue the Services to Customer:

  1. if Customer is in breach of these Terms of Use;
  2. if Customer does not agree to the application to the amended Terms of Use;
  3. if Customer causes serious failure in system operation or network security;
  4. if Customer engages in any acts which interfere with or are likely to interfere with Customer’s performance of work or the Services;
  5. if the Services is not available due to system improvement, facility expansion, repair and inspection, facility management and operation;
  6. if discontinuation of the Services is necessary to respond to instability of the Services (e.g., hacking, leakage of crypto asset, electronic infringement or communication accident);
  7. if the Services cannot be provided in an ordinary manner due to acts of God, power outage or failure of facilities relating to the Services;
  8. if the Blockchain Network is not available due to separation or upgrade of the Blockchain Network or a similar reason; or
  9. if Customer causes damage to data or suspension of server by electronic infringing activities or otherwise engages in any activities which substantially interfere with or are likely to interfere with Company’s performance of work as to the Services or the Services in breach of this Agreement.

(2) Company may establish and implement limitations on the scope of Customer’s use of the Services (e.g., limitation on the number of API requests Customer may make or the number of End Users allowed for the service) at its sole discretion, and may discontinue support for the old versions of the Services.

Article 8 (Termination of Services)
(1) The Parties may terminate the Service use agreement at any time during the term of the use of the Services upon by 14 days’ prior written notice. In the event of termination of the Service use agreement, Customer shall immediately cease the use of the Services.
(2) In no event shall any termination of this Agreement under this Article relieve any Party from liability for any breach of this Agreement, or affect the rights of the Parties, which arose prior to such termination.

Article 9 (Indemnification)
(1) Each Party shall indemnify and hold harmless the other Party from and against any losses or damages incurred by the other Party resulting from its failure to comply with its respective obligations and responsibilities; provided that, each Party’s liabilities shall be limited to direct losses or damages, and may not include in any event any indirect, special or consequential losses or damages.
(2) Customer shall at its sole responsibility and expense indemnify and hold harmless Company from all costs (including attorneys’ fees) arising from any civil, criminal or administrative lawsuits relating to the Services filed by a third party or End User with which Customer has entered into a contract.

Article 10 (Ownership of Intellectual Property Right)
(1) Company retains all ownership and Intellectual Property Rights in and to the Technical Material provided to Customer as applied to the Services or in connection with the Services and any servers and hardware relating to operation of the Services.
(2) Customer shall retain no ownership or Intellectual Property Rights in and to the Technical Material, servers or hardware relating to operation of the Services.
(3) Customer may not infringe Company’s Intellectual Property Rights either directly or indirectly. For the avoidance of doubt, infringement of Intellectual Property Rights as used herein shall include, but not be limited to, unauthorized duplication, reverse engineering, analysis, leakage and alteration of any Intellectual Property Rights and unauthorized storage or registration of any information or materials relating to Company’s Intellectual Property Rights.
(4) The obligation under this Article shall survive the termination of Company’s provision of the Services and/or Customer’s use thereof, and a Party breaching the said obligation shall indemnify and hold harmless the other Party from and against any losses or damages incurred by the other Party resulting from its breach thereof.

Article 11 (Collection of Data)
(1) Company shall have the right to collect and analyze data related to provision, use and performance of the Services, the related system and technology, information transmitted to and from the Face Wallet by Customer and End User, and other information (the “Data”), and may use such Data to improve and enhance the Services and to develop, diagnose and modify the Services; provided, that if personal information is contained in the Data, Company shall receive the consent of the subject of the personal information or process the Data by applying anonymization measures.
(2) Company in collecting the Data as set forth in Article 11(1) shall collect the Data directly related to the use and of the Services and the performance thereof only, and Company shall not collect the Technical Material of Customer without relations to the Services, management information, or other information containing material business information, and in the event of collection of such data, Company shall promptly notify Customer.
(3) Customer shall approve Company’s collection of Data as set forth in Article 11(1) for the improvement of the Services, shall actively cooperate for the same, and may not attempt to interfere with or avoid Company’s activities for collection of the Data.

Article 12 (Terms in connection with End User)
Company may post the User Terms of Service and Privacy Policy of Company to End User in the Face Wallet and obtain consent thereto. Customer’s mounting of the Face Wallet to the Customer Service shall be deemed consent to the same.

Article 13 (Exemption)
(1) Company shall not be liable for any losses or damages resulting from occurrence of any of the following events:

  1. if the Services are suspended, limited, or discontinued pursuant to Article 7;
  2. if the Services cannot be provided due to acts of God, wars, rebellion, riots, technical defects that cannot be solved at the current level of technology or any other force majeure events;
  3. if suspension or failure of the Services or termination of the Service use agreement results from willful misconduct or negligence of Customer;
  4. if any losses or damages are incurred by Customer as a result of suspension or failure by a telecommunication service provider to provide telecommunication services in the absence of any willful misconduct or negligence of Company;
  5. if any error occurs due to the environment of Customer’s computer or Blockchain Network or other network environment in the absence of any willful misconduct or negligence of Company;
  6. if any losses or damages are incurred by Customer as a result of an error or inaccurate entry of Customer’s computer, inaccurate entry of Customer access information, or errors in the Customer Service in the absence of any willful misconduct or negligence of Company;
  7. if the crypto asset of Customer and/or End User is damaged, disclosed, or lost or the use of the Services is interrupted owing to discontinuance, suspension, hacking, forking of a blockchain related to crypto asset without relation to Company.

(2) Company shall not be liable for reliability or accuracy of any information, materials or facts posted or transmitted by Customer on and to the Customer Service.
(3) Customer shall be ultimately responsible for the credibility and accuracy of the information Customer indicated or transmitted, and Company shall not be liable for any damages incurred to End User resulting from any inaccurate entries in the information indicated or transmitted by Customer or errors.
(4) Company shall not be liable for any losses or damages incurred as a result of disputes between Customer and a third parties arising out of or in connection with any infringement of Intellectual Property Rights, unless otherwise caused by willful misconduct or negligence of Company.
(5) Customer shall be ultimately responsible for its transactions with End User and Customer, and Company shall not be liable for any disputes arising therefrom.
(6) Company shall be exempt from the liabilities to the extent that they exceed the consideration of the amount received by Customer with relation to the provision of the Services.
(7) Company shall not be liable for any losses or damages incurred as a result of disputes between Customer and third parties arising out of or in connection with the Services if each of the following conditions are satisfied:

  1. if Company has proved that it is without any willful misconduct or negligence;
  2. if infringement by third party in respect of Customer’s right is beyond any control or authority of Company;
  3. notwithstanding that infringement by third party in respect of Customer’s right is within control or authority of Company, if Company does not obtain any direct financial benefits from such infringement; or
  4. if Company ceases any infringement by End User or third party in respect of Customer’s right promptly upon discovering or becoming aware of such infringement. And if the act of infringement is stopped immediately after the situation is learned.

Article 14 (Confidentiality)
(1) Customer shall not disclose, divulge, or provide to a third party any Confidential Information received from Company in the course of the use of the Services pursuant to these Terms of Use and shall not use the same for any purposes other than to achieve the purpose of these Terms of Use without prior written consent of Company.
(2) Company shall access the Confidential Information to the minimum extent required to be accessed for use of the Services and link of the Digital Wallet as to the Customer Service.
(3) The obligation under this Article shall survive the termination of Company’s provision and/or Customer’s use of the Services, and in the event Customer is in breach of the obligations in this Article and incurs damage to Company, Customer shall indemnify and hold harmless Company from and against any damages incurred to Company.

Article 15 (Warranties)
COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES (WHETHER IN WRITING OR VERBAL) TO THE FACE WALLET AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY QUALITY OR SAFETY, FUNCTIONALITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND/OR SECURITY OR WARRANTIES THAT DATA WILL NOT BE DESTROYED, LOST, BLOCKED OR ALTERED BY UNAUTHORIZED PERSONS. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL NOT CAUSE LOSS OR DESTRUCTION OF USER’S DATA.

Article 16 (Assignment)
Neither Party may assign, transfer or encumber all or any part of its rights or obligations under these Terms of Use to a third party without the prior written consent of the other Party.

Article 17 (Notices)
(1) In the event Company contacts Customer in connection with the Terms of Use or the Services, Company shall post in an appropriate location on the website operated by Company or use such other communication channels (i.e., messenger or cooperation methods) as requested by Customer and approved by Company in accordance with the method requested by Company (e.g., execution of agreement in separate writing or application for use through the website operated by Company).
(2) Any notices to Company shall be given via the communication channel approved by Company.

Article 18 (Use of Marketing Materials)
Company may utilize the facts of Customer’s use of the Services in its marketing materials.

Article 19 (Miscellaneous)
(1) If any provision in this Agreement (including any sentence, expression or any part thereof) is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions in this Agreement shall not in any way be affected or impaired thereby. Also, even if the Parties do not take any further actions, such invalid, illegal or unenforceable provisions shall be replaced by those which are as close to the original intent and purpose of the provision as possible but not invalid, illegal or unenforceable.
(2) If deemed necessary by Company, Company may amend these Terms of Use and individual terms of use at any time without prior notice to Customer. These Terms of Use and the individual terms of use after the amendment shall enter into effect from the time they are posted at an appropriate location on the website operated by Company, and Customer’s continued use of the Service shall be deemed having given valid consent to these Terms of Use and the individual terms of use after the amendment.
(3) Notwithstanding Article 19(2), in the event of an amendment of the terms of use in material terms which may be disadvantageous to Customer, Company shall post the same at an appropriate location on the website operated by Company at least 30 days in advance and individually notify by separate electronic means (e.g., electronic mail or notification in the services).
(4) Any matters not specified in these Terms of Use shall be in accordance with mutual discussion of the Parties; provided, that any such matters not resolved upon mutual discussion of the Parties shall follow the relevant laws and regulations and general commercial practices.

Article 20 (Governing Law and Jurisdiction)
(1) These Terms of Use are originally prepared in the Korean language. These Terms of Use shall be governed by and construed in accordance with the laws of the Republic of Korea.
(2) In the event of any dispute or conflict between the Parties arising out of these Terms of Use, the Parties shall resolve such dispute or conflict in an amicable manner on the basis of mutual respect between the Parties. In the event that such dispute or conflict cannot be resolved in an amicable manner, such dispute or conflict shall be submitted to the exclusive jurisdiction of the Seoul Central District Court as the court of first instance.