Chapter 1 General Provisions

Article 1 Purpose

The purpose of these Terms and Conditions is to set forth the terms and procedures of all services (the “Services”) provided by Payhere Inc. (the “Company”), including the rights, obligations, responsibilities and other necessary matters between the Seller Member and the Company(collectively “Parties”).

Article 2 Publication and Revision of Terms and Conditions

1. The Company will post the contents of these Terms and Conditions on the Company’s website or app so that the Seller Member can easily learn about and understand them.
2. The Company may revise these Terms and Conditions to the extent that it does not violate the relevant laws, and the revised Terms and Conditions will be announced at least seven days in advance through the Company’s website or app.
3. If the Seller Member does not agree to the revised Terms and Conditions, the Member may withdraw from the Membership. If the Seller Member continues to use the Services, the Member will be deemed to have consented to the revised Terms and Conditions.
4. If a Seller Member does not agree to the contents of the revised Terms and Conditions, the Company cannot apply the contents of the revised Terms and Conditions to the Seller Member. In this case, the Company may terminate the Service Use Agreement with the Seller Member.

Article 3 Effectiveness

1. The Company may establish and implement individual operation policies and other policies (the “Operation Policy”) for details not stipulated in these Terms and Conditions, and the contents might be posted on the Company’s website or app. The Operation Policy, together with these Terms and Conditions, forms part of the Services Use Agreement.
2. The Company may separately enact terms and conditions (the “Separate Terms”) for specific services among the Services. If the Seller Member agrees to the Separate Terms, the Separate Terms will form a part of the Service Use Agreement and in the event of any conflict between the Separate Terms and these Terms and Conditions, the Separate Terms will prevail.

Article 4 Definitions

The terms used in these Terms and Conditions are defined as follows:

1. The Company, in principle, provides the “Services” to the Seller Member in an environment where the Internet is available. The “Services” may be provided in whole or in part for a fee, and the specific items and contents thereof are subject to change by these Terms and Conditions or the Operation Policy.
   1. “Seller” refers to the services being provided by the Company so that the Seller Member can manage products and stores such as order management, payment, data search and analysis, and customer management necessary for the operation of the “Member Store”. The details thereof are as set forth in Article 10.
   2. The Seller Member may use the Company’s Services through a “Device.” “Device” refers to a device such as a mobile device (mobile phone, tablet) used by the Seller Member in connection with the Services provided by the Company.
   3. “POS” refers to a machine used to use a point-of-sale information management system.
2. “App, etc.” refers to the Services that run on a Device, such as applications provided by the Company.
3. “Seller Member” refers to a person who consented to these Terms and Conditions, entered into the Service Use Agreement for Seller Members with the Company through a prescribed process, and uses the Services provided by the Company in accordance with these Terms and Conditions upon the Company’s acceptance.
4. “Member Store” refers to a sole proprietor or entity business operated by a Seller Member.
5. “Withdrawal” refers to the act by which the Seller Member terminates the Service Use Agreement with the Company.

Article 5 Establishment of the Service Use Agreement

1. The Service Use Agreement is executed when a person who intends to use the Services (the “Applicant”) applies for the use of the Services in accordance with the registration process and method prescribed by the Company, including consenting to these Terms and Conditions and the Company’s policies, and the Company accepts such application.
2. The Applicant must provide the information required by the Company in good faith. The Company will not be liable for any damages that may arise as a result of the Applicant’s failure to provide accurate information.
3. The Company may revoke or refuse the membership subscription with respect to any Service Use Agreement that falls under any of the following:
   1. If the information provided by the Applicant upon applying for access to the Services is false, has omission, or is erroneous, or does not meet the standards required by the Company
   2. If the Applicant signs up using another person’s name or information, or if the Seller Member who has already registered submits a duplicate application for membership
   3. If the Applicant is under the age of 18
   4. If the Seller Member who has been restricted from using the Services by the Company re-submits his or her application for membership
   5. If the Applicant uses another person’s information without permission or interferes with others’ use of the Services
   6. If the environment is not the environment for providing the Services as prescribed by the Company or provision of the Services is not possible due to technological reasons
   7. In other cases where there is a possibility of violating relevant laws and regulations, instructions of supervisory authorities, the Company’s terms and conditions and the Operation Policy, or there are any acts that violate the foregoing

Chapter 2 Obligations of the Parties

Article 6 Company’s Obligations

1. The Company will not engage in any act that is prohibited by these Terms and Conditions or contrary to relevant laws and regulations or public order and good morals and will make its best efforts to provide the Services continuously and stably as stipulated herein.
2. The Company will have a security system for the protection of Members’ Personal Data (including credit data) in place so that Members can use the Services safely, and will announce and comply with the Privacy Policy.
3. The Company will endeavor to resolve the Seller Member’s complaint if the Seller Member’s opinion or complaint raised is objectively justified. With respect to opinions or complaints raised by the Seller Member, the Company will endeavor to communicate the process and results of handling to the Member.

Article 7 Seller Member’s Obligations

1. The Applicant is responsible for maintaining and managing the information (Personal Data, etc.) he or she entered from the moment the registration process is completed. In addition, if there is any change to the information entered by the Seller Member, he or she must change it immediately. The Company will not be liable for any damages arising from the Seller Member’s neglect to do so.
2. The Seller Member must be responsible for managing the login method (ID and password, mobile phone number or email, etc.). The Company will not be liable for any damages arising from the Seller Member’s neglect to do so.
3. The Seller Member must immediately report to the Company any discovery of the fact that his/her login information has been used wrongfully. The Member himself/herself is responsible for failing to report the foregoing immediately.
4. The Seller Member is obligated to establish a network environment for the smooth operation of the Company’s Services. In addition, if it is necessary to install the Company’s Device, the Seller Member is obligated to cooperate with such installation.
5. The Seller Member must not provide to any third party or allow any third party to use any information related to the Services provided by the Company.
6. The Seller Member must not access the Services through wrongful methods not authorized by the Company, and must not copy or monitor the contents and data of the Services.
7. The Seller Member must not attempt or engage in any act that interferes with the normal operation of the Services provided by the Company.
8. The Seller Member is obligated to use the Services after becoming familiar with the Company’s announcements such as changes to these Terms and Conditions and Service Use Policy through the Company’s website, App, etc.
9. The Seller Member hereby acknowledges in advance that the Company may display information, including messages and other advertisements promoting a particular brand or product, and consents to the displaying of various information, including other advertisements, by agreeing to these Terms and Conditions.

Chapter 3 Use of Services

Article 8 Terms of Use for Separate Services

In the case of consenting to the terms and conditions applicable to separate services, a separate process will be implemented when the Seller Member uses separate services for the first time. The Company may notify the use policy for separate services through the Seller App, etc., and any Seller Member who uses separate services must understand and comply with the Service Use Policy.

Article 9 Service Usage Fees

1. The Company may charge different fees for each of the Services. The details and rates of the Service Usage Fees will be announced through these Terms and Conditions, Separate Terms, or the Service Use Policy.
2. The Company may, if necessary, establish or change the Service Usage Fees and will announce any new or changed fees through these Terms and Conditions, Separate Terms, or the Service Use Policy.

Article 10 Use by Sellers

The Services provided by the Company through Sellers may be subject to the Service Usage Fees in accordance with these Terms and Conditions and the Service Use Policy. The specific scope of the Services available to Seller Members may vary depending on the rights granted to each Member, the pricing plan, or other factors.

Chapter 4 Restrictions on Service Use

Article 11 Suspension of Service Provision

1. The Company strives to provide the Seller Member with high-quality Services. However, in any of the following cases, all or part of the Company’s Services may be restricted or discontinued, and the Company will not be liable for damages to the Member:
   1. In the event of regular or temporary inspections for maintenance, repair, replacement, etc. of information and communication facilities, including facilities for providing the Services
   2. In the event that the Company’s normal provision of the Services is interrupted due to failure or traffic overload, or communication breakdown of information and communication facilities, or failure of the Services provided by related companies
   3. In the event that the Company is unable to maintain all or part of the Services due to various circumstances, such as contractual termination with related companies, government orders or regulations, or reasonable operational reasons
   4. In the event that it is deemed reasonably necessary for the Company’s management or the operation of the Services, such as changes or termination of all or part of the Services provided free of charge
   5. Other cases wherein there are force majeure causes such as natural disasters or national emergencies
2. In the event of the suspension of the Services under the preceding Paragraph, the Company will notify Seller Members or announce in advance. However, in the event that the Service is suspended due to reasons beyond the Company’s foresight or control (server failure, system downtime, etc., regarding which the Company is not at fault), the Company will not be able to give prior notice or announcement. Even in such cases, the Company will strive to restore the Services as soon as possible immediately upon identifying the situation; however, if the recovery is delayed, the Company will inform Seller Members of the foregoing by posting it on the Services announcement, etc.
3. The Company may change or terminate all or part of the Services it provides for reasonable grounds, such as conversion to new Services, abandonment of the Services, the Company’s closure, merger, spin/spilt-off or transfer of business, or change of the Company’s policies. In such cases, the Company will notify Members of the change or termination of the Services.

Article 12 Restriction and Suspension of Service Use

1. The Company may restrict or suspend the use of the Services in whole or in part if a Seller Member has any of the following reasons; specific details may be determined in Separate Terms and the Operation Policy:
   1. In the event of a considerable deterioration in the credit status of a Member, including suspension of transactions by a financial institution such as attachment or provisional attachment, initiation of rehabilitation or bankruptcy proceedings, or preservation of major assets
   2. In the event that it is impossible to fulfill the Service Use Agreement due to administrative dispositions such as suspension or revocation of business, business transfer, or merger, etc.
   3. In the event of a violation of these Terms and Conditions, Separate Terms, Operation Policy, or related laws and regulations
   4. In the event of any grounds for the revocation or refusal of the membership under the Service Use Agreement under Article 5, Paragraph 3 of these Terms and Conditions
   5. In the event that there are reasonable grounds to deem that the Services are being used wrongfully or abnormally
   6. In the event that the Seller Member is under the age of 18
   7. In other cases wherein there is an objective and reasonable ground that makes it difficult to continue the contractual relationship with the Member
2. The Company may restrict the Seller Member’s use of the Services in stages (warning, temporary suspension, permanent suspension, etc.) in order to restrict the usage qualification of the Seller Member.
3. In the event that following the restriction on the Seller Member’s membership, the same act is repeated more than once, or if the cause of such restriction is not corrected within 30 days, the Company may terminate the membership.
4. In the event that the Service Use Agreement is terminated due to the withdrawal or disqualification of the Seller Member, the Seller Member must bear any damages incurred in connection therewith, and the Company will not be liable for any legal responsibility or liability whatsoever.
5. The Seller Member may appeal the membership restriction or disqualification of the Seller Member under this Article in accordance with the procedures prescribed by the Company. The Company may immediately resume the use of the Services if the Company deems the Seller Member’s appeal to be justified.

Article 13 Termination of Service Use Agreement and Withdrawal of Membership

1. The Seller Member may terminate the Service Use Agreement pursuant to these Terms and Conditions by withdrawing from membership. The Seller Member must apply for withdrawal of membership and receive the approval of the Company to complete the withdrawal. The Company may withhold the membership request from the Seller Member pursuant to the Service Use Policy.
2. If the Seller Member consented to the Company’s Separate Terms other than these Terms and Conditions, the Seller Member will not be withdrawn from the Seller Membership even if the Separate Service Use Agreement is terminated. However, if the Seller Membership is withdrawn, such Seller Member will not be able to use any other services provided by the Company.
3. Even if the Company approves the withdrawal, the Company will encrypt and keep all information related to the Seller Member separately for 90 days after the withdrawal, and such information will be completely deleted thereafter.

Chapter 5 Miscellaneous

Article 14 Prohibition of Assignment

1. The Seller Member may not assign, lend, or provide any status, rights and obligations under these Terms and Conditions as collateral to any third party.
2. The Company may refuse to provide the Services to the Seller Member if he or she violates Paragraph 1 of this Article, and the Company may terminate the Service Use Agreement.

Article 15 Attribution of Rights

1. Intellectual property rights, such as copyrights, of tangible or intangible works like copyrighted works generated in connection with the Services provided by the Company shall belong to the Company. However, the foregoing does not apply to postings made by the Seller Member or works provided pursuant to a contract with a third party.
2. The Seller Member must not use the information obtained through the use of the Services for commercial purposes, and must not copy, distribute, or provide the same to a third party.
3. Notwithstanding Paragraph 1 of this Article, the Company may use the Seller Member’s postings for commercial purposes without paying consideration to the Seller Member. The Company may use the information of Members generated, collected, processed, printed, etc., through the Services for the provision of the Services, the Company’s commercial purposes or provision to a third party in compliance with applicable laws.

Article 16 Provision of Information and Display of Advertisements

1. The Company may provide the Seller Member with various information that the Company deems necessary while the Seller Member’s use of the Services through announcements, app pushes, SMS (including LMS), e-mail, or other methods. However, Members may refuse to receive information at any time except for transaction-related information and answers to customer inquiries in accordance with relevant laws and regulations.
2. The Company may display advertisements on the app, website, SNS, e-mail, etc., in connection with the operation of the Services. The Seller Member who receives e-mails in which advertisement is displayed may opt out of such receipt by expressing the intent to the Company.

Article 17 Disclaimer of Agency and Warranties

The Company only provides, operates, and manages the system for the use of the Services, and does not act as an agent to Members or any third party. In addition, each party shall be responsible for the information provided by the Seller Member and third parties.

Article 18 Confidentiality

The Company and the Seller Member may not use information such as trade secrets and management information, or Personal Data such as customer information of the other party acquired or provided in connection with these Terms and Conditions for any purpose other than the business prescribed hereunder, or to leak, provide, or disclose the same to a third party without the prior written consent of the other party. These obligations shall apply even after the termination of the Service Use Agreement hereunder.

Article 19 Indemnification

1. The Company will be liable to indemnify the Seller Member for damages if such damages are caused intentionally or negligently in connection with the Services.
2. The Seller Member will be liable to indemnify the Company, other members or third parties if such damages are incurred thereto and caused intentionally or negligently in connection with the Services.

Article 20 Limitation of liability

1. The Company may temporarily suspend the provision of the Services in the event of a cause such as repair, inspection, replacement, and breakdown of information and communication facilities like computers, and the Company shall not be held liable unless there is intentional or gross negligence with respect to such suspension.
2. The Company shall not be held liable for any suspension or failure of the Services due to unavoidable circumstances such as inspection, facility repair, or construction of the Services announced in advance, unless the Company is intentional or grossly negligent with respect thereto.
3. The Company shall not be held liable for any failure or restriction of the use of the Services caused by the Seller Member intentionally or negligently, such as violation of his or her obligations hereunder, unless the Company acted intentionally or grossly negligently with respect to the damages incurred due to the restricted use of the Services.
4. The Company will have no obligation under any circumstances whatsoever to store separately or back up any information stored by the Seller Member on the Services.
5. Members are solely and entirely responsible and liable for any postings made and posted by themselves within the community. Any postings made by Members cannot be deemed as an official position of the Company, and the Company does not guarantee or verify the accuracy, validity, reliability, or truthfulness of the content of postings. Members shall use the Services at their own discretion and responsibility and must verify and judge the content of postings made by other Members on their own. The Company will not be obligated to intervene in or resolve any dispute regarding the content of the postings or the damage caused by any Member’s reliance on the postings.

Article 21 Governing Law and Jurisdiction

Any dispute between the Company and Seller Members regarding these Terms and the Services will be governed by the laws of the Republic of Korea, and the Company and Seller Members agree to submit any lawsuit arising in connection therewith to the Seoul Central District Court of the Republic of Korea.

Addendum

These Terms and Conditions shall take effect as of May 30, 2024.