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License Agreement

Effective Date : October 11th, 2023

The current License Agreement is posted below (last updated : September 12th, 2023). Click here to view the previous version.

This License Agreement (this “Agreement”) constitutes a legal agreement between Licensee (or a person who represents Licensee) and 4by4 Inc. (“Company”), as the licensor hereunder and prescribes the terms and conditions under which Licensee may use the Works such as videos, images, 3D graphics, and other copyrighted work provided through the Site or otherwise made available to Licensee by Company. By downloading any Content from the Site, Licensee agrees to be bound by the terms of this Agreement.

Company shall reserve the right to modify this Agreement in whole or in part at any time. Company shall modify this Agreement in accordance with the terms defined in this Agreement before this Agreement takes effect. Modifications to this Agreement will only apply to future purchases and the purchase of license in accordance with this Agreement after such modification.

1. Definitions

1.1Definitions of terms used in this Agreement are as follows:

(1)“Editorial Content” means content that is licensed to Licensee only for Non-Commercial Purposes, such as press releases, appears under the ‘Editorial’ tab or section or is indicated as ‘Editorial’.

(2)"Royalty-free (RF) Content" refers to content that, following payment of a one-time licensing fee, can be reused without additional costs. RF Content is licensed for worldwide, unlimited, and perpetual use, with pricing varying based on file size.

(3)"Rights-managed (RM) Content" refers to content that is licensed only for specific purposes, with pricing varying based on factors such as size, location, duration of use, and distribution region.

(4)“Rights Holder” means the company granting the license or the author who has created the content.

(5)“Non-Commercial Purpose” means use of the content for the purpose of providing information in the context of media reports, education, research on public interest, etc., as opposed to Commercial Purposes, and using the content for business purposes in any form such as advertisement, promotion, etc. is expressly excluded.

(6)“Member” means a person who has registered as a Member and continues to use the Services provided by Company.

(7)“Licensee” means a person who has purchased a license from Company in accordance with this Agreement and is granted a license for the purchased content, and it means the other party to the License Agreement.

(8)“Commercial Purpose” means use of the content for purposes such as promotion including news articles on advertisement and promotion, publicity, advertisement, sale, etc.

(9)“Terms of Use” means the terms and conditions of the Site that the user agrees to sign up for the Site as a member when using the services provided by Company.

1.2Except as otherwise defined in this Agreement, the definitions of terms used in this Agreement shall be in accordance with the Terms of Use.

1.3Unless otherwise provided in this Agreement, the provisions and conditions specified in the Terms of Use shall be supplementary to this Agreement.

2. Grant of License

2.1The right to grant a license under this Agreement shall be limited to the content that Licensee downloads through the Site (the “Works”), and the type of license granted shall be as prescribed in this Agreement.

2.2Intellectual property rights such as copyright to the Works are reserved by the Right Holder. License under this Agreement means a grant of license under this Agreement and shall not be construed as transferring copyright to the Work or any other intellectual property rights to Licensee, and unless a license is otherwise granted by this Agreement, Licensee may not assert any right in respect of photocopying, digital copying, sharing, distributing or other derivative uses of the Work including the creation of derivatives works.

3. Types of License

3.1Company offers two types of licensed contents: Royalty-free (RF) and Rights-managed (RM). RF Content includes four type of license models : Basic License, Extended License, Editorial License, and Comp License. RM Content includes Editorial License. Subject to this Agreement, Company hereby grants Licensee a non-exclusive, and non-transferable license to use or modify the Works, as expressly permitted by the applicable license except for rights to sublicense it.

3.2Details of the license provided by Company to Licensee are as follows:

3.2.1Basic License: Licensee may use the Works (Standard Content) for Commercial Purposes, to the specified below:

(1)Licensee(an individual, shall not company or organization) who is granted Basic License shall be granted usage rights with restriction on media or number of viewers or users based on one user. Licensee is granted the rights to perpetually use the Works worldwide.

Media: websites, social Medias(under 500k users/followers), (under 500k copies), signages(under 500k person) / Restricted: brodcasts(TV, cable, movie, OTT), commodities, templates.

(2)Usage rights granted under Basic License shall include Commercial Purpose.

3.2.2Extended License: Licensee may use the Works (Standard Content, Premium Content) for Commercial Purposes, to the extent specified below:

(1)Licensee who is granted Extended License shall be granted usage rights without restriction on media, number of viewers or users based on one account (up to 5 users in case the Licensee is an organization or corporation). Licensee is granted the rights to perpetually use the Works worldwide.

(2)Usage rights granted under Extended License shall include Commercial Purpose.

3.2.3Editorial License: Licensee may use the Works, which is an Editorial Content, for Non-Commercial Purposes only, to the extent specified below:

(1)Licensee who is granted Editorial License shall be granted usage rights without restriction on, media, number of viewers or users based on one user. Licensee is granted the rights to perpetually use the Works worldwide.

(2)In the absence of prior written agreement between the parties, an Editorial License does not permit the use of content marked as "Editorial" for commercial, promotional, advertorial, sponsored content, advertising, gambling, betting, or merchandising purposes. In the case of Editorial Content, the Company does not guarantee rights to use such content, including but not limited to, rights related to individuals' likeness, publicity rights, and property rights. It should primarily be used for editorial purposes, namely, for explanatory purposes related to news reporting, current affairs, or other matters of public interest. Licensees must exercise caution to ensure that publicly disclosed or potentially publicly disclosed content complies with the laws of the jurisdiction governing the intended audience, location, or other relevant factors.

(3)When using Editorial Content for commercial purposes, it is not necessary to display the photo credit on the content. However, when used for editorial purposes, the source must be inserted near the content or in the production credits. The source should be indicated in the following format:

"[Contributor Name/KEYCUTstock]".

(4)Licensee who wish to use the Works, which is an Editorial Content, for Commercial Purposes shall contact Company (contact@keycutstock.com) in advance to obtain a separate license.

3.2.4In the event of a violation of Section 3.2.3 herein, resulting in damages to the Licensee, the Company shall bear no responsibility, and in the event of damages incurred by the Company, the licensee shall be obliged to indemnify the Company for such damages.

3.2.5Comp License: Under a Comp License, all contents posted on the Site become the Works, and Company grants the right to use watermarked, low-resolution version of the Works on a complimentary basis for test or sample use purposes only.

(1)Licensee who is granted Comp License may not display or distribute the Works or incorporate into any final version of any specific material. The Works may be edited, provided that the watermark is not removed or altered.

(2)Licensee may convert the license to other types of paid licenses for the Works to the extent permitted by Company. Provided that Company shall not warrant and shall have no obligation to ensure that Licensee will continue to be licensed under the same conditions for the Works to which Comp License is granted, or that Licensee granted a Comp License may convert such license to other types of paid license at any time.

3.2.6Notwithstanding the provisions of this Agreement, Licensee who wishes to change the Basic License, Extended License, Comp License, Editorial License to other types of licenses or expand the scope of license granted may contact Company (contact@keycutstock.com) in advance to obtain a separate license.

3.3In principle, Licensee may not assign or sublicense the license to any other person. License to the Works may only belong to a person who is named as the "Licensee" at the time of purchase, and if Licensee wishes to use the same Works for the benefit of any individual or legal entity other than Licensee who is the account holder, or two or more persons, the Licensee must purchase an additional license or upgrade to a multi-seat license. If an individual or legal entity other than Licensee, who is the account holder, purchases a license on behalf of Licensee, they must notify Company in advance and prove their legitimate power of representation. In such event, please contact Company (contact@keycutstock.com). Company is not obliged to compensate any legal or actual damages suffered by Licensee or other third parties due to the violation of this Article.

4. Limitation on License

4.1Notwithstanding any license granted to Licensee under this Agreement, the Works shall not be used in any of the following ways. Licensee is required to enter into this agreement with the understanding that compliance with Article 4 herein is a precondition. Furthermore, the Licensee acknowledges the right to refrain from entering into the agreement if they do not agree with the license restrictions outlined in Article 4.:

(1)Making the Works available for free download on a shared drive, service, software or Site which is owned or operated by Licensee or a third party for the purpose of exchange, transfer or distribution;

(2)Transferring, reselling, giving as present or sublicensing the license to the Works to third parties;

(3)Creating conditions under which the files of the Works may be arbitrarily extracted without permission of Company;

(4)Granting additional rights to third parties with respect to the Works;

(5)Using the Works in a way that infringes the intellectual property rights such as copyright of the creators of the Works or infringes lawful rights of individuals or corporations, such as intellectual property rights and moral rights including infringement on the moral rights of individual that appear in the Works;

(6)Creating a derivative work based on or similar to the Works without prior approval;

(7)Using or incorporating the Works as or into a trademark, logo or service mark of Licensee or other third party;

(8)Using the Work in disrupting societal standards of decency, such as using content for purposes including but not limited to obscenity, adult entertainment, adult goods, telephone dating, pornography, pornographic websites, entertainment establishments, lodging facilities, speed dating, matchmaking arrangements, drugs, gambling, gambling-related, solicitation of prostitution, illegal activities, promotion, impersonation, enticement, and facilitation for immoral behavior under the guise of being legitimate, including false information (such as pseudonyms, age, occupation, interviews, experience reviews, specific product or service guarantees, etc.), Urology, Plastic Surgery, Obstetrics and Gynecology, defamation, malicious slander, infringement of the honor and dignity of subjects, and violation of personal rights, contrary to common moral sentiments.

(9)The act of digitally altering or manipulating within portrait content, including the body and face of individuals, by compositing with photographs or images of third parties.

(10)Using the Works in a way to promote, advertise or inform a specific religion, ideology, or political or non-political group;

(11)Creating products and commercially selling products by using still images of the Works which is a video, or commercializing the Works itself;

(12)Using the Works in violation of methods and procedures specified in this Agreement, or using the Works in a method not suitable for the purpose of each license (including but not limited to editing without a credit line or attribution mark attached in it);

(13)Removing, obscuring or altering any proprietary marks which should be incorporated in the Works or making an express or implied misrepresentation that Licensee or a third party is the author or copyright owner of the Works;

(14)Using the Works or titles, caption information, keywords or other metadata of the Works (i) for machine learning or artificial intelligence purposes or (ii) for technology designed or intended to identify natural persons.

4.2In the event that the use of the license is found to be in violation of clause 4.1, the Company reserves the right to partially terminate this License Agreement with respect to the content in question, without prior notice. In such a case, the Licensee shall immediately remove and discontinue the infringing content, and no refund of the license fees paid by the Licensee shall be provided. However, in the cases of 4.1.(12), (13), and (14), the Company shall be required to request the Licensee to remedy the violation before taking any action.

5. Representations and Warranties

5.1For all Works (excluding the Works which are Editorial Content) for which a license has been granted, Company warrants that the use of the Works in accordance with this Agreement and in the form delivered by Company (except for any modifications, overlays or re-focusing done by Licensee) will not infringe on the intellectual property rights such as copyright, trademark, publicity, personal information or privacy of third parties. However, in the event of changes in circumstances such as alterations to legal regulations, shifts in the fame of individuals, or other factors affecting the scope of copyright or publicity rights, the warranties provided for pre-existing content may become invalid. The ultimate responsibility for verifying legal compliance at the time of content usage lies with the Licensee.

5.2With respect to the Works marked “Editorial Content”, Company makes no warranties as to the use of people, trademarks, logos, artwork or architecture contained in such Works, and Company does not warrant the accuracy of description or information on the Works marked “Editorial Content”.

5.3Unless otherwise provided in this Agreement, Company does not grant any right or make any warranty to Licensee with regard to the use of specific names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture contained in the Works. Licensee is solely responsible for determining the needs of release(s) in connection with the proposed use of the Works and shall be solely responsible for obtaining such release(s), and Company will not be held liable in relation thereto. No releases are generally obtained for the Works which are Editorial Content, and Licensee is solely responsible for payment of any amounts that may be due under this Agreement and any other terms as a result of Licensee’s use of the Works which are Editorial Content.

5.4Unless otherwise provided in this Agreement, Company does not make additional representations and warranties in relation to the Works or the grant of license thereto, and Company grants the licenses to the Works without any other conditions (including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose). Company does not represent and warrant that the Works or the Site provided by Company will meet the requirements of Licensee or that use of the Works or the Site provided by Company will be uninterrupted or error free.

6. Indemnification and Limitation of Liability

6.1In the event a third party brings a claim against Licensee for damages due to a breach of the representations of warranties of Company, Company shall be liable for the direct damages incurred by Licensee and the related expenses, including reasonable attorney fees.

6.2In order for Licensee to claim indemnification from Company in accordance with Article 6.1, within 5 business days from the date Licensee received the claim from the third party or learned of or reasonably could have known of the risk of such claim, Licensee shall notify Company in writing. Such notice shall include all information regarding the claim for damages that Licensee is aware of at the time (e.g., information on the use of the Works concerned, name and contact information of the person and/or company who has filed such claim, and a copy of the correspondences sent or received in connection with such claim). Such notice shall be sent by e-mail at contact@keycutstock.com and by certified mail or express delivery to Company at 12-14F, 479, Gangnam-daero, Seocho-gu, Seoul, Korea 06541

6.3Company shall reserve the right to participate in a proceeding, judgment or hearing to prevent or resolve a dispute, claim or legal proceeding between Licensee and a third party or exercise appropriate defense rights. Licensee shall cooperate with Company and Company may participate in such proceedings at Licensee’s expense. Company shall not be liable for any damages arising from Licensee’s improper or inappropriate response or action or failure of notification of exercising its defense right.

6.4Company’s total maximum aggregate liability for all claims shall be limited to Ten Thousand United States Dollars (USD $10,000) for each Licensee.

6.5Company shall not be liable for any legal or other costs and expenses suffered by Licensee before obtaining a reasonable opportunity to analyze the validity of the applicable claim pursuant to Article 6.2. Company shall not be liable for any damages, fines, losses or other costs arising from Licensee’s use of the Works beyond the scope of the license granted to Licensee under this Agreement. Company will not be liable to Licensee or any other person or entity for any lost profits, damages, special, indirect, consequential, incidental or other similar damages, costs, and losses incurred beyond the scope of this Agreement, even if Company has been advised of the possibility of such damages, costs or losses.

6.6Licensee shall, at its expense, defend, indemnify and hold harmless Company, and Company’s subsidiaries, affiliates, creator of the Works and its employees and officers from and against any damages, claims, liabilities, losses, costs and expenses arising out of a breach of this Agreement by Licensee (or its agent) or as a result of such breach.

6.7If Licensee has any inquiries regarding the foregoing, please contact us via email at contact@keycutstock.com.

7. Service Plans

7.1In order to use the Service Plan, the Licensee must agree to the Agreement and pay the usage fee according to the conditions of use for each service.When the Licensee clicks the button to agree to the Terms of Service, the Licensee is considered to fully understand the contents of the Agreement and agree to their application.

7.2The Licensee can purchase the below Service Plan individually, and other licenses provided by the company are as follows. If the Licensee purchases any Service Plans, a separate license is granted when the content is individually downloaded.

(1)“Pack Plan” means the service providing a fixed number of downloads. The download is available for one (1) year.

(2)“Subscription Plan” is used for a set period. Subscription Plan allows Licensee to purchase content licenses within a certain amount of content paid monthly. The Licenses that can be purchased with a Subscription Plan may be limited. It is the Licensee’s responsibility to check whether the license is available to purchase with the Subscription Plan before purchasing the Subscription Plan.

(3)“Single Download Plan” refers to a plan through which a Member can purchase and access selected content individually.

7.3Subscription Plan under this Agreement shall be granted to one user only per account. Unless it is a multi-seat license plan provided by Company on the Site, no other individual or legal entity (including but not limited to employees, co-workers or independent contractors) other than Licensee who owns the account may access the account of Licensee or use the content licensed through Licensee’s account. If Licensee needs an account upgrade for multi-seat license of Subscription Plan, please contact us at contact@keycutstock.com.

7.4Upon purchasing the plans corresponding to Clause 7.3, Members are entitled to utilize the services during the paid period in accordance with the content scope and service usage methods provided by Company, including but not limited to search and download functionalities.

7.5The usage rights for each plan are limited to the respective product-specific usage period. Additionally, rollovers and accumulations into the following month are subject to the usage rights associated with each product. Any remaining usage rights unused during the usage period shall automatically expire and may be recalculated as part of new usage records.

8. Termination of Plans and Refund

8.1When the Licensee violates the Terms or any other Terms of the agreement with the Company, the Company may terminate the License Agreement immediately. In the case, the Licensee must immediately stop using the content and destroy the copy. Upon Company's request, Licensee shall furnish to Company evidence confirming compliance with the requirements under this Article. When the contract is terminated due to the Licensee's violation of this Agreement, the Company does not have any obligation to refund the price already paid to the Licensee.

8.2If fourteen(14) days have passed since the date of purchase of the 7.3.(1), 7.3 (2), and 7.3.(3) , or there is a record of downloading the content, the purchased plan cannot be withdrawn. Therefore, refunds due to simple change of mind are not possible, and Licensee should contact the customer center(contact@keycutstock.com or +822-545-9953) for inquiries regarding this.

8.3Termination may be initiated by the Member through means such as telephone call, electronic mail, or equivalent methods. The effect of termination occurs when the Member's intention reaches Company, and Company promptly responds to the Member after receiving their expression of intent.

8.4Upon confirmation of a Member's License Agreement withdrawal or termination/cancellation request, if there is a refund amount, Company shall request the suspension or cancellation of the charges to the payment service provider(s) by payment method and, as a principle, refund the Member through the same payment method they used for payment. However, in cases where the Company has provided prior notice to the Member, there may be variances in refund methods, refundable periods, or other specifics depending on individual payment methods.

8.5Licensee may withdraw their purchase within fourteen(14) days of purchasing the plan of 7.3 (1), (2), (3) when Licensee has not downloaded any content.

8.6Licensee may withdraw their purchase after deducting a penalty of 10% (including damages, incidental expenses, and fees incurred by Company due to the cancellation) if Licensee has not initiated any downloads after fourteen(14) days of purchasing Service Plan of 7.3. (1), (2), (3).

8.7Licensee must contact Company's customer service center if they wish to terminate Service Plan of 7.3. (1), (2) prematurely. In the event of early termination of Service Plan, Company may refund the remaining amount excluding the following costs (i) the amount obtained by multiplying the regular price per content by the quantity of downloaded content. (ii) If a bonus is provided for purchasing Service Plan, the bonus (iii) processing fees, etc for payment (iv) Penalty: [20%] of the payment of Service Plan for the remaining period after the date of cancellation, therefore, when requesting a refund, the refund amount may be less or no refund.

※List Pricing Table(per content)

-Video and Global Artist Image : Regualr price per content as indicated on the KEYCUTstock website

-Korean Artist Image : Refer to the price table below

Upon request within withdrawal period
(14 days from the acceptance date of Service plan)
PricingList Price (including VAT)
Subscription Plan₩1,430
Pack Plan₩11,000

8.8Refund for Subscription Plan : Licensee can get refund within 14 days from the date of payment under the following conditions: in the case of unused downloaded Content, a refund of 80% is applicable within the first 10 downloads, and a refund of 50% is applicable within the first 50 downloads. However, refunds may not be possible if there are more than 50 downloaded content.

8.9The Company does not issue any refunds due to discounts and promotions in relation to subscriptions.

9. Overpayment

9.1If an overpayment occurs, Company shall refund the entire overpaid amount using the same method as the payment of the service fee. However, if refunding using the same method is not feasible, prior notice shall be given.

9.2In the event that overpayment arises due to Company's fault, Company shall refund the entire overpaid amount, irrespective of contract costs, fees, and the like. However, in cases where Member is at fault, Company may deduct the expenses reasonably incurred for the refund in accordance with this Agreement.

9.3If Company refuses to refund an overpayment, it shall bear the responsibility of proving that the service fee was legitimately charged.

10. General Provisions

10.1Governing Law. The provisions of this Agreement shall be interpreted fairly, without disadvantage or advantage to either party and governed by the laws of the Republic of Korea.

10.2Severability. If one or more of the provisions in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. The provisions determined to be invalid, illegal or unenforceable may be revised only to the extent necessary to make them enforceable.

10.3Assignment. This Agreement is personal to Licensee and is not assignable to a third party by Licensee without the prior written consent of Company. If Licensee is not duly authorized to enter into an agreement under this Agreement, Licensee agrees that it will be liable to compensate Company in relation to any legal action or other disputes arising out of its lack of such authority.

10.4Inquiry. Licensee may make inquiries regarding the licenses of the Works in accordance with this Agreement via e-mail contact@keycutstock.com. Provided that reply provided by Company or its agents to the inquiries of Licensee shall not be considered as legal advice. Company disclaims any responsibility for any reply provided by Company or its agents.

10.5Report on Criminal Activity. If Licensee engages in a criminal activity using credit card, account or its information that Licensee has used to be granted the license under this Agreement, Company may immediately report such criminal activity to the relevant administrative or judicial organizations, and at the request of such organizations, Company may provide relevant information to them.

10.6Taxes. In the event Company is obliged to collect indirect taxes and/or transaction taxes such as sales tax, value added tax, goods and services tax according to the laws of Licensee’s country of residence, Licensee shall be responsible for such indirect taxes. In the event Company or Licensee is required to collect or remit direct or indirect tax, Licensee may be required to voluntarily pay the above tax in accordance with the applicable laws of Licensee’s country of residence.

10.7Language. This Agreement has been drafted and executed in English. This Agreement provided in Korean or translated into any other language is provided for convenience only, and in the event of any discrepancy between the English version and any other translation, the English version shall prevail.

Addendum

1.Effect

1.1This Agreement shall become effective from October 11, 2023.

1.2In principle, Licensee who has already been granted the license before the effective date of this Agreement shall be subject to the existing Agreement. Provided that if Licensee uses the service in accordance with this Agreement after the effective date hereof, the amended Agreement will be applicable.

License Agreement version No. : v6.0

Implementation date of License Agreement: October 11, 2023

License Agreement (v5.0): May 02, 2023

License Agreement (v4.0): May 12, 2022

License Agreement (v3.0): August 06, 2021

License Agreement (v2.0): June 26, 2021

License Agreement (v1.0): February 05, 2021

License Agreement (v0.0): March 30, 2020