LICENSE AGREEMENT

Unless otherwise expressly agreed by the Licensor, the Licensee shall not (each a “Prohibited Use” and a material breach):

1. use the Contents outside the scope of the Permitted Use;
2. edit, amend, modify, overlay, refocus or copy the Contents;
3. use the Contents for commercial, promotional, advertising, or merchandising purposes in breach of the Purpose;
4. use or distribute the Contents in multi-media production via broadcast, cable network, over-the-top video service, films, theatres, or on any publication covers;
5. falsely represent that the Licensee is the original creator of the Contents;
6. allow any third parties to download, extract, or redistribute the Contents;
7. assign, transfer, or grant any sub-license;
8. use the Contents in connection with an immutable digital asset intended for sale or other distribution (such as a non-fungible token); or
9. create any derivative works by way of (and not limited to) reverse engineering, decompiling, or decomposing the Contents.

The Licensor shall have the right to refuse to deliver to the Licensee any Content if, in the Licensor's reasonable judgment, any content at the Site or the use of the Content conflicts with, interferes with, or is detrimental to the Licensor's interests, reputation or business, or may expose the Licensor to an unfavorable regulatory action, violation of any law, infringe on the rights of any person, or subject the Licensor to liability for any reason.

The Licensee shall comply with all applicable permits, licenses, authorizations, laws, and regulations for all matters relating to this LTC and shall indemnify and hold the Licensor harmless from all liability, damages, costs, and expenses arising from or related to any breach of such laws.

The Licensee shall refrain from any activity that may reasonably be expected, in all probability, to have an adverse effect on the value, the validity, or the enforceability of the Licensor’s rights in and to any of the Content, the Intellectual Property, and any other proprietary rights therein.

License for single Contents

• Licensing plan which provides a license for individual works so that they can be used for a specific period of time

License for multiple Contents

• Subscription-based license plans allow clients to use a specified number of artworks on a quarterly or annual basis, with the option to renew or extend the contract annually.

Period: You may select one of the periods below.

• 1-month plan
• 3-month plan
• 6-month plan
• 12-month plan
• Permanent plan

*The period specified above is the ‘max.’ period of use. (i.e., if you want to use it for two months, you need to purchase a 3-month plan.)

The amount agreed upon by the Licensor and the Licensee at the stage of entering into the License Agreement depending on the needs of Licensee (See Article 1 – Definition)

Assignment. The Licensee shall not sublicense, subcontract, delegate, assign, or transfer any of the rights granted hereunder without the Licensor's prior written consent.

Confidentiality. The Licensee shall keep confidential all confidential data, reports, records, processes, know-how, and other information under development, control, or possession relating to the Contents, whether or not marked as confidential or proprietary as confidential, and not disclose, discuss or reveal such information to a third party without the prior written consent of Licensor, unless the Licensee is required to disclose any such information by applicable laws, in which case the Licensee shall inform the Licensor of such requirement and give the Licensor a reasonable opportunity to contest such requirement or to seek a protective order or a stay of such disclosure order.

Governing law. The validity, fulfillment, interpretation, and effect of the LTC shall be governed by the laws of the Republic of Korea without regard to the Act on Private International Law or any other principles of conflicts of law.

Dispute Settlement. All disputes, controversies, or claims for damages related to, arising from, or in connection with the LTC and the interpretation, breach, termination, or validity hereof (“Dispute”) shall be submitted to and finally resolved by an arbitration submitted to KCAB in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board upon written notice of either Party (“Arbitration Notice”). However, if the rules of KCAB conflict with Article 8.2 hereof, the provision of Article 8.2 shall prevail.

1. The place of arbitration shall be Seoul, Korea at KCAB. KCAB shall have the authority to appoint the arbitrator.
2. There shall be one (1) arbitrator. The Parties shall endeavor to jointly appoint such arbitrator, but if the Parties fail to agree on the appointment of an arbitrator within ten (10) days of the first nomination of an arbitrator by a Party, at the request of a party the arbitrator shall be appointed by the KCAB.
3. The language to be used in the arbitration proceedings shall be Korean.
4. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.
5. When any Dispute occurs and when any Dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfil their respective obligations and shall be entitled to exercise their rights under this Agreement.
6. The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.
7. Any Party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

Notice and Communication. All notices related to the LTC shall be sent to the receiving party by hand, registered mail, certified mail to the business address of the Licensor and the Licensee or other address subsequently designated by either party in writing, or via email. All notices and correspondence are considered valid:

1. If delivered by hand, when delivered;
2. If sent by express courier, at 10 am on the second (2) Business Day following the date of sending; provided that where the delivery or transmission occurs after 6 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day. References to time in this Article 9.5 are to local time in the country of the addressee; or
3. If sent via email, when the email is transmitted to the information processing system that manages the email address of the receiving party.

No waiver of rights. The failure of either party to enforce at any time any provision of this Agreement shall not constitute a waiver thereof, or of the right to thereafter enforce such provision, or to claim damages or to terminate this Agreement for any subsequent or continuing default of such or any other provision.

Severability. If any provision of this Agreement should be found legally invalid, void or unenforceable in whole or in part, the remaining provisions hereof shall not be affected thereby, and the parties shall promptly replace such provision by a reasonable new provision which as far as legally and practically possible approximates what the parties intended by such original provision, to carry out their purpose hereunder.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior discussions, negotiation, representations and agreements, written or oral, between the parties, with respect to the subject matter hereof. No modification, alteration or waiver of this Agreement shall be binding upon either party unless in writing and signed by each party or its duly authorized representative.