Terms of Use

Terms

These Terms of Service ("Terms") shall apply to affiliate services ("Services") provided under the names "Z.com SmaAD" by GMO-Z.com TECH KR ,Inc. (the "Company"):

Article 1 (Definition)

As used herein, the following terms shall have the following meanings:

• 1. "Services" means the services provided by the Company to the Advertiser (as defined below) under the names "Z.coｍ SmaAD", including services related to the installation of the Links (as defined below) from the Media Partner Websites or the Media Partner Apps to the websites or applications designated by the Advertiser, and any services incidental thereto. Further details shall be as set forth separately by the Company.
• 2. "Media Partner" means a person who produces, sells, or operates a website or application on which the Link is installed.
• 3. "Link" means a code, SDK file, product image, button-logo banner or text that is installed on a Media Partner Website or Media Partner App to allow users to navigate to or download a website or application designated by the Advertiser.
• 4. "Target Content" means a website or application designated by the Advertiser.
• 5. "Advertiser" means an individual, corporation or entity that has entered into the Service Agreement (as defined below) with the Company.
• 6. "Service Agreement" means the agreement between the Company and the Advertiser for the use of the Services and any supplementary memorandum, etc. prepared and executed from time to time in connection with the Services.

Article 2 (Formation of Service Agreement)

The Service Agreement shall be deemed to have formed when the Company issues the ID necessary for the use of Services to the service user.

Article 3 (Matters Used for Links such as Scripts, etc.)

• 1. The Advertiser agrees to provide the Company with the script, images, Target Content (including text, images, and URLs within the content) and other content (collectively, the "Script") used for the Links or to allow the Company's use thereof to perform its duties for the Services. In addition, the Company may edit, extract, trim, or otherwise modify the Script to the extent necessary to install the Links and the provide the Services, and may also transmit it publicly via Media Partner. If the Advertiser has specific usage guidelines for the Script, it must notify the Company in advance for application of such guidelines, in which case the Company shall handle the Script according to such guidelines.
• 2. Where the Company creates a Link based on the Script, the Company may request the Advertiser to review the details and content of the Link. In such an event, the Advertiser shall review the Link content and notify the Company of the results of its review. In the absence of notice to the Company within five (5) business days, the Advertiser shall be deemed to have agreed to the content of the Link without objection.
• 3. The Advertiser may modify the Target Content or the content of the Link designated by the Advertiser after obtaining the prior consent of the Company.

Article 4 (Monthly Performance Reporting and Approval Procedures)

• 1. The cutoff date for the monthly performance report to be submitted by the Company (detailing campaign tags, campaign results, number of downloads, transaction volume, number of user views/clicks, etc.) shall be the last day of each month. The Company shall prepare and present the monthly performance report to the Advertiser by the fourth business day of the following month. Within three (3) business days of receiving the monthly performance report, the Advertiser shall proceed with the approval (or rejection) process. Furthermore, upon specific request from the Advertiser, the Company shall provide tool(s) to verify the monthly report on metrics such the number of user clicks, access to Target Content, and activations.
• 2. Notwithstanding the foregoing, if the Advertiser does not approve (or reject) the performance results within the period and in accordance to terms separately agreed in advance between the Company and the Advertiser, such performance shall be deemed approved upon the expiration of such period. In addition, once the performance results are approved by the Advertiser, such approval may not be revoked or withdrawn without the prior written consent of the Company.

Article 5 (Payment of Advertising Fees)

• 1. Using the last day of each month as the cutoff date, the Company shall aggregate the advertising performance for the month and send to the Advertiser an invoice for advertising fees and any value-added tax (collectively, the "Advertising Fees"). The Advertiser shall pay Advertising Fees by the last day of the month following the cutoff date (or by a payment date separately agreed between the Advertiser and the Company) by remitting the invoiced amount to the bank deposit account designated by the Company. For the avoidance of doubt, any fees incurred for payment shall be borne by the Advertiser.
• 2. The Advertiser shall promptly notify the Company of any discrepancy between the amount or details described in the invoice issued by the Company pursuant to paragraph 1 and its own records, or if such invoice includes Advertising Fees that have been rejected under paragraph 2 of the preceding Article. In such an event, the Company shall reconfirm the invoice, which the Company shall reissue to the Advertiser upon correcting any deficiencies.
• 3. The Company shall not refund any Advertising Fees already paid, regardless of the termination of the Service Agreement by the Advertiser or for any other reason.
• 4. If the Advertiser fails to pay the Advertising Fees referred to in paragraph 1 by the payment date, it shall pay the Company liquidated damages at an annual interest rate of 15.0% in addition to the payment owed, starting from the day immediately following the payment date and until such payment is made in full.

Article 6 (Representations and Warranties)

• 1. The Advertiser represents and warrants to the Company that the facts set forth below are true and accurate:
  • (1) The Advertiser, its directors, auditors (including the "Audit Committee") and the executive officers, as well as significant stakeholders who assume an important position in the execution of business, and major investors are not (i) persons who have organized or participated in a criminal organization as defined by the Criminal Act; (ii) persons who have been a member of a criminal organization within the past five (5) years; (iii) companies or members thereof related to a criminal organization; (iv) a swindler; or (v) any other organizations or members similar to those listed in items (i) through (iv).
  • (2) All materials and information disclosed or provided by the Advertiser to the Company (whether disclosed in writing or verbally and whether provided before or after the date of the Service Agreement) are true and accurate.
• 2. The Advertiser represents and warrants that the following facts are true and accurate with respect to the Script and the content subject to the advertisement (collectively, the "Content"):
  • (1) There is no breach or risk of breach of these Terms;
  • (2) It does not and is not likely to infringe any copyright, trademark right or other intellectual property rights of a third party;
  • (3) It does not and is not likely to infringe on the rights of any third party, such as slander, defamation, or invasion of privacy;
  • (4) It does not violate or is not likely to violate the Labeling and Advertising Act, the Pharmaceutical Affairs Act, or other laws and regulations, guidelines, rules of related self-regulatory organizations, etc.;
  • (5) Approval, permits, registration and reporting for the provision of the Content or Content-related business has been duly obtained from or filed with the administrative authority and the operation is being lawfully carried out ;
  • (6) There is no actual or risk of false, unjust or exaggerated representation;
  • (7) There is no actual or risk of obscenity, child pornography, sex services, or other concerns that would otherwise violate public order and morality;
  • (8) It does not contain malicious programs such as computer viruses;
  • (9) It does not interfere with the operation of the Services and other services provided by any member of the GMO Internet Group, including the Company, and does not and is not likely to damage the reputation or credibility of the GMO Internet Group entity;
  • (10) It does not constitute an election campaign or the like, irrespective of an election campaign actually being carried out;
  • (11) It does not induce, aid, or abet any of the acts set forth in the foregoing subparagraphs;
  • (12) With respect to the Media Partner Content, there is no currently pending or threatened (i) civil, criminal or administrative litigation, arbitration, mediation or other dispute resolution proceedings; (ii) investigation or other proceedings conducted by any judicial or administrative authority; or (iii) third-party claims.
• 3. The Advertiser shall promptly notify the Company of the relevant circumstances, etc. in writing if (i) it becomes aware of any event which would or is reasonably likely to render the representations and warranties set forth in this Article untrue or incorrect, or (ii) any event which would lead to a violation these Terms arises or is anticipated to arise.

Article 7 (Term)

• 1. Subject to Article 8, the term of the Service Agreement shall begin on contract commencement date and end on the termination date specified in the Service Agreement. For the avoidance of doubt, if the Service Agreement is terminated or expires for whatever reason, the Company may remove the Links or take such other measures as the Company deems appropriate.
• 2. Notwithstanding the foregoing, the Service Agreement shall be renewed on the same terms and conditions (except for the campaign rate after amendment) unless the Advertiser notifies the Company of its intent to non-renewal at least one month prior to the expiration of the term. In such an event, the Company shall notify the Advertiser in accordance with in Article 12.3.

Article 8 (Suspension and Termination of the Services and Cancellation of the Service Agreement)

• 1. The Advertiser may request the Company to suspend or terminate the Services by giving five (5) business days' prior notice in the manner set forth in Article 12.3. If the Services are suspended or terminated due to the Advertiser's circumstances, the Company shall be entitled to charge the Advertiser penalties, the amount of which shall be calculated in accordance with the following:
  • (1) The average daily service fee over the most recent three (3) months x the number of days the Services are suspended; or
  • (2) Where the Service usage period is less than three (3) months, the average daily service fee over the actual service use period x the number of days the Services are suspended.
  Furthermore, in the event monthly performance is not approved in accordance with Article 4 as of the date of suspension or termination, the Company shall be deemed to have obtained such approval.
• 2. The Company may suspend the provision of the Services to the Advertiser, cancel individual contracts entered into with the Advertiser or the Service Agreement, or take any other measure it deems necessary, without prior notice or undergoing any other procedure where any of the following applies:
  • (1) Advertiser's violation of these Terms or individual agreements entered into;
  • (2) Advertiser's violation of Article 6;
  • (3) Advertiser's violation of any law or regulation;
  • (4) In the event of suspension of payments, initiation of bankruptcy proceedings, rehabilitation proceedings, dissolution proceedings, or any other insolvency proceedings;
  • (5) In the event any bill or check drawn or underwritten by the Advertiser is dishonored;
  • (6) In the event of a provisional seizure, seizure, disposition of delinquency or commencement of auction proceedings;
  • (7) In the event of claims, objections, demands for payment, etc. are made by third parties against the Company, suppliers, or Media Partner; or
  • (8) Where any other circumstances cause the Company to deem it difficult to continue the provision of the Services or maintain the Service Agreement
  For the avoidance of doubt, if the Advertiser falls under any of the above subparagraphs, all obligations (including but not limited to, the obligations under the Service Agreement) owed by the Advertiser to the Company shall be accelerated.
• 3. In the event of any of the following, the Company may suspend the provision of the Services for such period of time as deemed necessary by the Company by notifying the Advertiser thereof in such manner as the Company deems appropriate; provided, that in case of emergency, the Services may be suspended without notice:
  • (1) In the event computers, servers, and other facilities used to provide the Services (collectively, the "Facilities") undergoes regular or urgent inspection or maintenances;
  • (2) In the event Facilities or communication lines, etc. are suspended due to a disaster or human-caused accident;
  • (3) In the event the Services are suspended due to a force majeure event, such as a natural disaster; or
  • (4) Where any other circumstances cause the Company to determine that service suspension is necessary.
• 4. The Company may discontinue the Services in whole or in part for business, operational or technical reasons. In such an event, the Company shall notify the Advertiser of the date of service discontinuation in such a manner as the Company deems appropriate.
• 5. The Company shall not be liable to the Advertiser or any third party for any consequences and damages arising from the measures taken by the Company under this Article.

Article 9 (No Liability)

The Company shall not be liable for any consequences or damages to the Advertiser or any third party arising out of or in connection with any of the following=:

• (1) All matters relating to the Advertiser's business resulting from the use of the Services, including the ranking of the Target Content in search engine results, , any increase or decrease in the Advertiser's revenue, profit, number of customers, and all other matters related to the Advertiser's business and the outcomes of the using the Services;
• (2) The content of the Links (irrespective of the review and confirmation of the Advertiser under Article 3.2), the content and design, etc. of the websites and services operated by Media Partner, legality thereof, and non-infringement of third party rights, etc.;
• (3) The actual or potential infringement of, or investigation or verification of any infringement of third-party rights, such as trademark, copyrights, intellectual property rights, or other rights related to the Target Content and Links;
• (4) Any and all consequences and damages incurred by the Advertiser or any third party for reasons attributable to the Advertiser;
• (5) Failure, destruction, interruption, damage/destruction of files, errors, defects, interruption or delay in the operation or transmission of Facilities, or damages arising therefrom;
• (6) Date, method, etc. of installation of the Links;
• (7) Continuous provision of the Services, its completeness, suitability for a particular purpose, legality, non-infringement of third-party rights and any other matter relating to the Services; and/or
• (8) In addition to the foregoing subparagraphs, consequences or damages caused by reasons not attributable to the Company

Article 10 (Damages)

• 1. If either party breaches this Agreement and causes damage to the other party, the breaching party shall be liable to the other party for such damage. Except as otherwise provided by the law or regulations, in no event shall the breaching party be liable to the other party for any special, indirect, punitive, incidental, or consequential damages or losses (including lost profits, loss of business opportunity, recovery of attorneys' fees, loss of revenue, profit, sales, data, use of data, goodwill, reputation, or any other similar damages) arising out of or in connection with this Agreement, whether based on any law, regulation, tort, contract, warranty or otherwise.
• 2. Notwithstanding the foregoing, the maximum amount of damages payable by the Company to the Advertiser shall be the total amount of advertising fees (excluding VAT, etc.) actually paid for the use of the Services in the past 12 months.

Article 11 (Confidentiality)

• 1. The Company and the Advertiser shall not use any business, technical, or other information of the other party obtained in connection with the use of the Services ("Confidential Information") for any purpose other than utilizing the Service. The parties shall also refrain from, disclosing, providing, divulging, reproducing, translating, altering, or interpreting such information to any third party ; provided, that Confidential Information shall not include any of the following:
  • (1) Information already lawfully known to the other party at the time of disclosure;
  • (2) Information publicly known at the time of disclosure;
  • (3) Information that becomes publicly known after disclosure through no fault of the Company or the Advertiser;
  • (4) Information independently developed or created without the use of the other party's Confidential Information; and/or
  • (5) Information lawfully obtained from a third party not subject to the obligation of confidentiality.
• 2. The Company and Advertiser shall promptly destroy or return Confidential Information to the other party upon termination of the Service Agreement for whatever reason or upon the other party's request.

Article 12 (Miscellaneous)

• 1. With respect to the provision of the Services, the Company may subcontract all or part of its tasks, such as dealing with the Advertiser and operating the Services, to a third party. In such an event, the Company may disclose to the third party information relating to the Advertiser and other data, provided that the third party complies with the Company's confidentiality obligations under this Agreement.
• 2. The Company and the Advertiser shall not assign, transfer, provide as security or otherwise dispose of, in whole or in part, its respective rights and obligations under the Service Agreement, to any third party without the prior written consent of the other party.
• 3. The Advertiser hereby agrees that the Company may notify the Advertiser of its service use through means determined by the Company as appropriate (e.g., via written documents, e-mails, online notice provided through websites and portals). When providing notice, it would suffice for the Company and the Advertiser to address such notice to the contact information designated by the other party at the time of application. Where the notice does not reach the other party due to the other party's failure to report changes or updates to their contact information, no liability shall be assumed for any consequences or damages incurred by the other party or any third party. Moreover, notice shall be deemed to have been delivered to the other party when it would typically be expected to arrive.
• 4. The formation, validity, effect, execution and interpretation of these Terms and the Service Agreement shall be governed by the laws of the Republic of Korea .
• 5. The Seoul Central District Court shall have exclusive jurisdiction over any disputes arising between the parties in connection with the Service Agreement.

Article 13 (Amendment of Terms)

• 1. The Company may amend these Terms at its discretion in the following cases:
  • (1) Where the amendment to the Terms is in the general interest of the Advertiser.
  • (2) Where the amendment to the Terms do not undermine the purpose of the Service Agreement and is reasonable in light of the need for the amendment, the significance of the changes after the amendment, and other circumstances related to the amendment.
• 2. If the Company amends these Terms pursuant to the foregoing paragraph, it shall notify, reasonably in advance of the effective date of the amended Terms, the Advertiser of the reason(s) for the amendment, details of the revised Terms, and the effective date thereof in the manner set forth in Article 12.3.
• 3. Where the Advertiser uses the Services after the Company notifies the Advertiser of the revised Terms and the effective date of the revised Terms, the Advertiser shall be deemed to have consented to the revised Terms.
• 4. Notwithstanding the foregoing, if the Advertiser has entered into a separate agreement with the Company regarding the amendment of these Terms, the terms of such separate agreement shall prevail.

The end

Addendum

These Terms have been established on and are effective as of February 1, 2025.