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License Agreement

Effective Date : May 02, 2023

The current License Agreement is posted below (last updated : April 20, 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.

License under this Agreement shall be granted to only one natural person. Unless it is a multi-seat license 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, please contact us at contact@keycutstock.com

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

(3)“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.

(4)“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.

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

(6)“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 four types of license models: Basic License, Extended License, Editorial License, and Comp 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 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 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)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.

3.2.4Comp 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 (including KEYCUT License) 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.

3.2.5Notwithstanding 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:

(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 Works in describing abuse or violence, pornographic or equivalent sexual portrayal, defamation, promoting the use of cosmetic procedures such as plastic surgery (e.g., portraying the effect of plastic surgery by comparing before/after photos), or other ways contrary to public order and morals, or in an illegal manner;

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

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

(11)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);

(12)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;

(13)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.

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.

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 time of the establishment of the Agreement of use shall be the time of completion of payment and completion of the order indicated in the conclusion procedure.

7.3The 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 credits paid monthly. The credits paid monthly are carried forward for up to one year from the date of purchase of the Subscription Plan, and when the Subscription plan is extended, up to the credits that was provided for one (1) year (the “Maximum Maintainable Credit”) are maintained during the extended Subscription Plan period. However, not more than Maximum Maintainable Credits can be maintained and when the Subscription Plan expires, the remaining credit may expire on the expiry date. 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)“Deposit Plan” allows Licensee to purchase a content license by purchasing a pass for a certain amount and deducting it from the balance of the pass. The Company may pay the Licensee the balance of a Bonus Voucher when purchasing a Deposit Plan, or offer a discount when Licensee purchases using the Deposit Plan. The Company may change the policy regarding voucher balance payment or discount without notice in advance, but such changes will not affect the previous purchases. The Purchase with the Deposit Plan is available for the period of one (1) year.

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) 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.

8.3Licensee may withdraw their purchase within fourteen(14) days of purchasing the plan of 7.3. when Licensee has not downloaded any content.

8.4When fourteen (14) days have passed since the date of purchase of the subscription plan in 7.3.(2) or there is a record of content download, the Licensee wishes to cancel the subscription, must contact the Company's customer center. In case of mid-term cancellation of the 7.3.(2), the cancellation date is the next monthly subscription start date, and the company will pay the subscription amount except (i) the sum of the amount of downloaded content (before discount if a discount is applied) or the subscription fee for the period that has elapsed until the cancellation date, whichever is greater, (ii) ) If a bonus is provided for purchasing a pass, the bonus (iii) fees, etc. for payment (iv) Penalty: [50%] of the subscription fee for the remaining period after the date of cancellation, Therefore, when requesting a refund, the refund fee may be less or no refund.

8.5The Company does not issue any refunds due to discounts and promotions in relation to subscriptions.

9. General Provisions

9.1Governing 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.

9.2Severability. 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.

9.3Assignment. 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.

9.4Inquiry. 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.

9.5Report 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.

9.6Taxes. 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.

9.7Language. 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 May 02, 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. : v5.0

Implementation date of License Agreement: 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