As of January 28, 2021

These Terms of Service, including its appendixes specific to the country (“Sollae Cloud Platform Service Agreement”, “Sollae Cloud Platform Agreement”, “Agreement”) represent the terms and conditions applied to the access and use of the Sollae Cloud Platform, currently reachable at URL: https://cloud.sollae.com by default or other configured custom domain that might be in use from time to time. This document is a legally binding agreement between the entity or person accepting these terms (“Customer” or “You”) that govern the application to services provided by Sollae Systems entity listed in Paragraph 2 below (referred to as “We”, “Our” or “Sollae Cloud Platform”). By using the Sollae Cloud Platform, the Customer acknowledges and agrees that they have read, understood, and consent to be bound by the Terms and all Your affiliate users or users approached by You (“End User”) to use Service are bound to this Terms of Service.

1. Submission and Acceptance of the Terms

1.1 Customer use of the Sollae Cloud Platform is subject to the terms and conditions contained in this document as well as Sollae Cloud Platform Privacy Policy, and any other website or service policies or conditions as adopted and integrated with the Sollae Cloud Platform from time to time (jointly, the “Terms”).

1.2 This Sollae Cloud Platform Service Agreement is effective (the "Effective Date") when a Customer accesses the Sollae Cloud Platform for the first time. If you are accepting Terms or accessing the platform on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Sollae Cloud Platform Service Agreement; (ii) you have read and understood this Sollae Cloud Platform Service Agreement; and (iii) you agree, on behalf of Customer, to this Sollae Cloud Platform Service Agreement. Vice versa, the Customer is deemed liable, represents and warrants that all users accept and comply with these Terms. Please do not use the Service if you do not agree to and accept all of the Terms. You acknowledge and agree that Sollae Systems may amend any Terms at any time by posting the relevant amended and restated Terms on the Sollae Cloud Platform. Unless otherwise explicitly announced by Sollae Systems, any changes to the Terms become effective right after they are posted. By continuing to use the Services, you agree to be bound by the latest released Terms.

1.3 You may request to enter into other terms and conditions and agreements (“Additional agreement”), whether online or offline, with Sollae Systems. If there is any conflict or inconsistency between the Terms and the said agreements, the Additional agreement shall not take precedence over the Terms unless in respect to the services governed by the conflicting Additional Agreement.

1.4 Assignment of the Terms to any person or entity is denied.

1.5 SOLLAE SYSTEMS CO., LTD. may change the Terms from time to time where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the data processing and security policies, or where such change (i) is commercially reasonable; (ii) does not result in a degradation of the overall security of the Service; (iii) does not expand the scope of or remove any restrictions on processing of Customer personal data, as described in the Privacy Policy; and (iv) does not otherwise have a material adverse impact on Customer's rights.

2. Provision of Service

2.1 The Sollae Systems legal entity that you are contracting with is SOLLAE SYSTEMS CO., LTD. (referred to as "Sollae Systems")

2.2 You must register as a customer on the Sollae Cloud Platform in order to access and use the Service.

2.3 Sollae Systems has the right to restrict, suspend or terminate your access to or use of the Sollae Cloud Platform or any features within the Service due to breach of the Terms or the Additional agreement.

2.4 The features within the Service may vary for different regions and countries. Sollae Systems gives no warranty or representation that the Service or feature or function thereof will be available in all countries and regions or for all users. SOLLAE SYSTEMS CO., LTD. may in its sole discretion limit, deny or create different levels of access to and use of Service with respect to different users.

2.5 Sollae Systems may discontinue or modify the Sollae Cloud Platform Service or certain functionality of the same. We reserve the right to make changes in or to the Sollae Cloud Platform content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the content. We will notify Customer at least 3 (three) months before discontinuing Service or associated feature unless replaced with the same functionality Service or component.

3. Use of the Sollae Cloud Platform

3.1 Your compliance with any and all applicable laws and regulations is a condition of your access to and use of the Service. You agree that you will not engage in fraudulent or deceptive practices and will not provide products and services to SDNs from the United Nations sanctions list, terrorists, extremists and all other illegal or semi-legal entities, when using the Service.

3.2 With respect to content made available via the Service, the Customer and its End users agree that they will not:
(a) copy, modify, or create a derivative work of the Service;
(b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Service (except to the extent such restriction is expressly prohibited by applicable law);
(c) sell, resell, sublicense, transfer, or distribute any or all of the Service;
(d) access or use the Service (i) for High-Risk Activities, provisioned such use comes into effect, the Customer bears sole responsibility for any and all consequences; (ii) violating the Terms; (iii) intending to avoid incurring Fees or in a manner to omit Service-specific limits; (iv) to engage in cryptocurrency mining; (v) contravening the general purpose of the Service and its official documentation; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR); (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process personal information subject to GDPR and Korea HIPAA regulations except as permitted by law.
(e) without limiting the generality of the foregoing, copy, reproduce, download, compile or otherwise use the Service for the purposes of operating a business that competes with Sollae Cloud;
(f) access or use the Service to produce, promote, provide to end users materials (i) that are defamatory, obscene, abusive, invasive of privacy, or offensive, including but not limited to content related to child pornography, bestiality, other types of illegal sexual content, and etc.; (ii) obtained from or via the Service for any purpose not expressly permitted in the Terms or the Additional Agreement; or (iii) that infringe or misappropriate the Intellectual Property Rights or proprietary rights of SOLLAE SYSTEMS CO., LTD. or others in connection with your use of the Service.

3.3 You agree that you will not:
(a) undertake any action to gain unauthorized access to any computer, network, database, device of any Customer or End User;
(b) intend to breach any security or authentication measures used in connection thereto;
(c) forge your domicile and the origin of requests, including the faking of TCP/IP packet headers, email headers, or any part of any message describing its origin or route, operate any network services, such as open proxies, open mail relays, open recursive domain name servers, and etc.;
(d) do any act which, in the sole opinion of SOLLAE SYSTEMS CO., LTD. or by protection mechanisms of Sollae Cloud, may undermine the security of the Service and Customers;
(e) engage in any denial of service (DoS) attacks, distributed denial of service (DDoS) attacks, or any other forms of network attacks potentially affecting the Service performance or availability to particular Customers.

3.4 You agree that you will not distribute, send, or facilitate the sending or any unsolicited electronic commercial messages, or engage in any form of spamming activities that are in breach of the laws and regulations of any relevant jurisdiction or otherwise do any act or thing which constitutes promotion and marketing message abuse.

3.5 You acknowledge and agree that by disclosing any information to us, you warrant that you have the full power, title and authority to disclose and submit such information and that the use of such information in accordance with these Terms of Use shall not expose us to any claim, liability, or prosecution.

3.6 In addition to the Privacy Policy clauses in relation to personal data, you agree that any data and information, including personal data, provided to us for processing, storage, hosting or any other purposes in connection with your purchase and use of our Service (“Information”) will be transferred to, stored and processed in the country in which we maintain facilities for the Service. This may be in a different jurisdiction from where you are located, so such Information may need to be transferred to an overseas jurisdiction.

3.7 You acknowledge and agree that any such overseas transfer or processing of such Information is necessary to process and administer your customer account and to provide the Service.

3.8 You acknowledge and agree that Information related to your payment cards, including Information about your payment method organisation, your card number, last four digits of the card number, the security code, and the expiration date of your payment instrument will be transferred to, stored and processed by our third party payment service provider directly in order for them to process your payment transactions and we will generally not store, have access to any such Information.

3.9 With respect to any other Information that you provide to us or collected by us, including Information provided at registration, Information we record pertaining to your activities, and Information provided voluntarily by you, we will not disclose such Information outside of us, our affiliates or our third party service providers unless: i) you request us to do so; ii) your end user has provided consent for us to do so; iii) as provided in these Terms of Use or in accordance with your agreement(s) with us, or iv) to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against us.

3.10 “Sollae Systems” is a registered trademark in multiple regions. Customer is permitted to state publicly that it is a customer of the Service, consistent with the trademark guidelines. SOLLAE SYSTEMS CO., LTD. may include Customer's name in a list of Sollae Systems customers, online or in promotional materials. SOLLAE SYSTEMS CO., LTD. may also verbally reference you as a customer of the Service.

4. Withdrawal and suspension of the Service

4.1 SOLLAE SYSTEMS CO., LTD. shall have the right at its sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Sollae Cloud Platform which in our sole opinion is unlawful, violates the Terms, or could subject SOLLAE SYSTEMS CO., LTD. to liability without any refund claims.

4.2 If we become aware that Customer's or any Customer End User's use of the Service violates the Terms, we will give you notice of the violation requesting to cure the violation. If Customer fails to correct the violation within 24 hours of our request, then we may suspend all or part of Customer's use of the Service until the violation is corrected, or delete the customer account completely.

4.3 Notwithstanding c 4.1, Sollae Systems may immediately suspend all or part of Customer's use of the Service if (i) we consider the breach of Paragraph 3 clauses; (ii) there is suspected unauthorized third-party access to the Service; (iii) it is necessary to withdraw immediately to comply with applicable law. At Customer’s request, we will notify the Customer of the basis for the suspension as soon as reasonably possible. The lift of any such suspension is possible if the suspending event will have resolved within 15 (fifteen) days after the suspension.

5. Limitation of Liability

5.1 To the maximum extent permitted under applicable law, the Service is provided “as is”, “as available” and “with all faults”, and SOLLAE SYSTEMS CO., LTD. hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, availability, accuracy, reliability, merchantability or fitness for a particular purpose, and non-infringement, or as to the Service being uninterrupted, error-free, free of harmful components, secure, or not otherwise causing damage or loss of functionality or data.

5.2 SOLLAE SYSTEMS CO., LTD. does not warrant the validity, accuracy, correctness, reliability, quality, stability, completeness or currency of any information provided on or through the Service.

5.3 SOLLAE SYSTEMS CO., LTD. does not represent or warrant that use of products or services offered or displayed via the Service to End User does not violate any third party rights. Any material downloaded or otherwise obtained through the Services is done at your sole discretion and risk and you are solely responsible for any damage or loss of data that may result from the download of any such material.

5.4 You hereby agree to indemnify and hold Sollae Cloud, its respective affiliates, directors, officers and employees harmless from and against any and all losses, claims, liabilities which may arise from your use of the Service or from your breach of any of the Terms. You hereby further agree to indemnify and hold SOLLAE SYSTEMS CO., LTD., its affiliates, directors, officers and employees harmless, from and against any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) that may arise, directly or indirectly, as a result of any claims asserted by any third party claimants or other third parties relating to the use of Sollae Cloud Platform by you. You hereby further agree that SOLLAE SYSTEMS CO., LTD. is not responsible and shall have no liability to you, for any material posted or submitted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.

5.5 SOLLAE SYSTEMS CO., LTD. shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
(a) your use or inability to use the Service;
(b) your violation of any third party rights, or claims against you by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by any third party claimants;
(c) unauthorized access by third parties to your data or private information;
(d) your statements or conducts.

5.6 Notwithstanding any of the foregoing provisions, unless otherwise provided in the Additional agreement, the aggregate liability of Sollae Cloud, and their respective employees, agents, affiliates, representatives or anyone acting on their behalf with respect to you for any and all claims arising from or in connection with the Service or any use or inability to use the same during any calendar year shall be limited to the greater of (i) the balance you have paid to SOLLAE SYSTEMS CO., LTD. for the last month; or (ii) USD100. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against SOLLAE SYSTEMS CO., LTD. in respect of any of the matters referenced in this c. 5.2 hereabove must be filed within 3 (three) months from the date the cause of action arose.

6. Force Majeure

6.1 Under no circumstances shall SOLLAE SYSTEMS CO., LTD. be liable for any delay or failure or disruption of the content or the Service resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, quarantine lockdowns, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

7. Intellectual Property Rights

7.1 SOLLAE SYSTEMS CO., LTD. is the sole owner of all the rights and interests in the Sollae Cloud Platform. All title, ownership and Intellectual Property Rights in the Sollae Cloud Platform shall remain with SOLLAE SYSTEMS CO., LTD., its affiliates or licensors of Sollae Cloud’s content, as the case may be.

7.2 “Intellectual Property Rights” shall mean:
(a) all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented;
(b) all rights under licenses, consents, orders, statutes or otherwise in relation to any of the rights referenced above;
(c) all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist;
(d) all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and
(e) all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.

8. Termination

8.1 This Sollae Cloud Platform Agreement will begin on the date of first access to the Service and continue until the Agreement is terminated as stated in this Paragraph 8.

8.2 The cancelation of the Service utilization by you causes the termination of this agreement for convenience. The Customer may stop using the Services at any time. SOLLAE SYSTEMS CO., LTD. may terminate this Sollae Cloud Platform Agreement for its convenience at any time with 30 days' prior written notice to the Customer.

8.3 Sollae Cloud Platform policies allow the termination of the provision of the Service to you, if you have not incurred corresponding Service fee for such Services.

8.4 Either party may terminate this Sollae Cloud Platform Agreement if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 (thirty) days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 (ninety) days.

8.5 Termination event means that all rights and access to the Service are terminated for Customer (including access to Customer Data, if applicable), and all Service fees owed by Customer to SOLLAE SYSTEMS CO., LTD. are immediately due upon receipt of the final electronic bill or as set forth in the final invoice.

9. General

9.1 The Terms constitute the entire agreement between you and SOLLAE SYSTEMS CO., LTD. with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

9.2 You and SOLLAE SYSTEMS CO., LTD. are independent contractors, and no joint venture, partnership or other entity, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

9.3 If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.

9.4 You shall not delegate, assign, sub-license or transfer any of the rights and/or obligations under this Agreement to any third party without our prior written consent.

10. Governing Law and Dispute Resolution

10.1 Sollae Systems reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and Sollae Systems shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its principles of conflict of laws.