The parties to these Terms of Service are: You, and the owner of the Services, Cupix, Inc. and our affiliates. (hereinafter referred to as “Company”) All references to “we”, “us”, “our”, or this “our server” shall be construed to mean the Services and Cupix. If You are using the Services on behalf of an organization, “You” and “Your” shall be construed to mean that organization.“Services” means all the Services provided to You by the Company, Cupix including but not limited to Web-based software, desktop software programs, mobile applications, website, server-side processing and hosting service, and any other services We provide from time to time.
By accepting the Terms of Service during Your account registration or subscription process, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. (hereinafter referred to as “Agreement”) If You do not have the right, authority or capacity to legally bind You to this Agreement, You do not have the right to access or use the Services. You represent and warrant that You have the right, authority and capacity to act on behalf of and bind such entity (if any) and yourself. All access and/or use of the Services by You will be governed by this Agreement.
The following terms shall be used in these Terms of Service.
- “Your Content” means any Content created by You, Your end User or other third parties. Your Content does not include Cupix Content or other Cupix Proprietary Materials.
- “User” means; (i) You (ii) Your Authorized users, including but not limited to Your employee(s), the employee(s) of Your affiliated companies and the third-party collaborators to whom You grant permission; and (iii) any other individuals who will be using the Services.
- “Content” or “Our Content” means all of the Cupix Content made available by or for Cupix for use with the Services including the design rights, data, databases, tools, code, graphics, photographs, pictures, video, logo, interfaces, web-pages, designs, text, images, information, software and other media files, their selection and arrangement, materials and all other intellectual property rights are owned by Us or are licensed to Us by a third party.
2. Service Generally
2.1 Registration. To use the Services, You must register with Cupix to establish an account. (“Registration”) You agree; (i) to provide certain current, complete and accurate information about You, (“Registration Data”); and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that Your Registration Data is and will continue to be accurate and current and that You are authorized to provide such Registration Data. You authorize Us to verify Your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, incomplete or not current, We retain the right, in sole discretion, to suspend or terminate rights to use Your account. Solely for the purpose to enable Us to use information You supply Us internally, so that We are not violating any rights You might have in that information, You grant to Us a nonexclusive license to; (i) convert such information into digital format such that it can be read, utilized and displayed by Our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information; and (ii) combine the information with other Content provided by Us in each case by any method or means or in any medium whether now known or hereafter devised. You must strictly manage Your Registration Data under Your responsibility. We will not be responsible or liable, directly or indirectly, in any way for loss or damage of any kind incurred as a result of the leak of information by You.
2.2 Age Limit. The Services are not available to minors under the age of 13 years of age and any user that has been suspended or removed from the system.
2.3 Modify the Services. We reserve the right to update and modify the Services from time to time.
2.5 Authorized Login Protocol. You will be granted authorized login protocols for the Services and You agree not to use the Services in excess of Your authorized login protocols. You agree not to access, (or attempt to access), the Services by any means other than through the interface We provide, unless You have been specifically allowed to do so in a separate agreement. You agree not to access, (or attempt to access), the Services through any automated means. (including use of scripts)
2.6 Restriction. You are not authorized to; (i) resell, sublicense, transfer, assign or distribute the site, its Services or the Content; (ii) modify or make derivative works based upon the Services, its Services or the Content; (iii) “frame” or “mirror” its Services or the Content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or the Content for any purpose.
2.7 Account Information. You shall provide Us with complete and accurate information for Your account, including Your billing and payment information and keep such information up to date with us. You are responsible for maintaining the confidentiality of Registration Data. If You knowingly share Your Registration Data with another person who is not authorized to use the Services, this Agreement is subject to termination for cause. You agree to immediately notify Us of any unauthorized use of Your Registration Data or any other breach of security.
2.9 Content of the Third-party. A service or a content provided by third-parties may be included in Our Services. The third-parties have the responsibility for their service or contents. In addition, the Agreement or legal policy of the third-parties may be applied for their service or contents.
The Content is protected by law, including but not limited to, copyright law of the Republic of Korea and international treaties. The copyrights and other intellectual property rights in the Content are owned by Us and/or others. Except for the limited rights granted herein, all other rights are reserved.
4. Your Content
4.1 General. You acknowledge and accept that You are expressly prohibited from using Our Content except where We grant You a limited license to use Our Content in connection with the Services. This Agreement does not grant Us any ownership rights in Your Content.
4.2 Ownership. By uploading, submitting, sharing, publishing, making available and/or allowing others to access or use Your Content to or through the Services, You grant to Us and Our affiliates a worldwide, royalty-free, fully paid, perpetual, non-exclusive, transferable, and fully sublicensable right and license, (but not obligation), to reproduce, distribute, modify, translate, adapt, prepare derivative works of, display, perform and otherwise use all or part of Your Content, by any and all means and through any media and formats now known or hereafter discovered, but solely in connection with the Services and/or Our business activities such as without limitations, for promoting and marketing the Services.
4.3 Responsibility of Your Content. If You choose to make Your Content available to others and/or to the public through the Services, You do so at Your own risk. You covenant, represent and warrant that You have obtained all necessary licenses, rights, consents, permissions and waivers to use and grant all of the rights granted in the Agreement in and to Your Content and that You will comply with any requirements or restrictions imposed by them.
4.4 Disclosure of Your Content. We may disclose Your Content if it is compelled by law to do so, We may provide prior notice of such compelled disclosure to the extent legally permitted. You acknowledge that We may access and disclose Your Content to comply with any law obligations including but not limited to warrants and orders by the court, as a part of a legal proceeding. If the disclosure is made at Your request, You may be responsible for the costs of providing the access to Your Content.
4.5 Deletion of Your Content. If You purge Your Content from Our Server, You understand it may be deleted permanently. We shall have no responsibility or liability for any deletions of Your Content incurred by You.
4.6 Deactivation. You agree and acknowledge that Your Content shall be restricted to share and publish if You close Your account. We have the authority to limit or deactivate Your access to Your Content including but not limited to creating, modifying, sharing, embedding or any functions You have used.
5. Subscription Feesv
Unless We explicitly make the Service available to You free of charge for special occasions including but not limited to Alpha/Beta Services or a free trial, Your right to access and use the Services will be allowed when Your payments are processed. You will be charged the rate at the time of purchase and every month thereafter, until You close the account. We reserve the right to modify the subscription fees at any time by posting revised fees on Our website. Your payment is non-refundable and the Services will be available until the end of that month’s billing period. Cancellations can be made any time by visiting Your Manage Account page or by contacting Us.
6. Alpha/Beta Services
If We make alpha or beta access to some or all of the Services, (the “Alpha/Beta Services”) available to you; (i) the Alpha/Beta Services are provided “as is” and without warranty of any kind; (ii) We may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice; and (iii) We will not be liable to You for damages of any kind related to Your use of the Alpha/Beta Services. If We inform You of additional terms and conditions that apply to Your use of the Alpha/Beta Services, those will apply as well. We might require Your participation to be confidential and We may also require You to provide feedback to Us about Your use of the Alpha/Beta Services. You agree that We own all rights to use and incorporate Your feedback into Our services and products without payment or attribution to You.
7.1 Termination by Us. You agree that We may modify, temporarily suspend or permanently terminate Your account and access to the Services for cause without prior notice, upon the occurrence of any one of the following; (i) any material breach of this Agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the site or Services; or (ii) requests by law enforcement or other government agencies.
7.2 Termination by You. You may close and terminate Your account at any time.
7.3 Terminated Materials. Termination of Your account includes; (i) removal of access to all Services; (ii) deletion of Your Registration Data; and (iii) irrevocable removal of any data and files You have stored on Our Server.
7.4 Liability of Termination. We will not be liable for any loss or damage which may be incurred by You or any third parties as a result of the deletion of Your account in connection with the use of any Service. Further, You agree that all terminations shall be made in Our sole discretion and that We will not be liable to You or any third-party for any termination of Your account or access to Services. If We elect to terminate the Agreement for cause, We may elect in Our sole discretion, not to refund any prepaid fees or other amounts to You.
8. Privacy Protection
9.1 Confidential Information. “Confidential Information” means all information provided by You or Us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that; (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or; (ii) was known to the Receiver before receipt from the Discloser.
9.2 Protection and Disclosure of Confidentiality. The Receiver will; (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature but with no less than reasonable care; (ii) not use any Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information to any third party, (except Our third party service providers); and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
10. Limitation of Liability
IN NO EVENT SHALL WE OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, (INCLUDING LOSS OF DATA, DIGITAL FILES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, AND/OR THE CONTENT, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF COMPANY OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.Disclaimer of Warranties
EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, THE CONTENT, AND/OR SOFTWARE ARE PROVIDED “AS-IS” AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH SOFTWARE, THE SERVICES AND/OR THE CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT, SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM US, WE AND OUR LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO SOFTWARE, THE SERVICES AND/OR THE CONTENT, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT THAT SOFTWARE, THE SERVICES, AND/OR THE CONTENT; (i) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR; (iii) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY US IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You acknowledge that You shall indemnify, defend and hold us, employees, affiliates, agents, contractors and licensors harmless from losses, damages, costs, settlements, expenses, (including reasonable legal fees), or any risks associated with Your business, arising out of or relating in any way to; (i) the conduct of Your business; (ii) Your breach of any of Your covenants, representations and/or warranties set forth in this Agreement; or (iii) Your use, distribution, or publication of any information, data or files the Services shall generate.
13. Export Control
The Services and the Content use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo, (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders, (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
14. Language of Agreement
14.1 Language. Where We have provided You with a translation of the English language version of the Agreement, You agree that the translation is provided for Your convenience only and that the English language version of the Agreement will govern Your relationship with us.
14.2 Language Precedence. If there is any contradiction between what the English language version of the Agreement says and what a translation says, the English language version shall take precedence.
We reserve the right to modify these Terms of Service at any time, and without prior notice, by posting an amended Terms of Service that is always accessible through the Terms of Service link on Our home page. Changes will be effective immediately.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CLOSE YOUR ACCOUNT, STOP USING OUR SERVICES AND TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
16. Miscellaneous Legal Terms
16.2 Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to the Agreement or a breach thereof shall be submitted to and resolved by arbitration under the rules of the Korean Commercial Arbitration Board, (“KCAB”), then in effect. There shall be one arbitrator and such arbitrator shall be chosen by mutual agreement of the parties in accordance with KCAB rules. The arbitration shall take place in Seoul, the Republic of Korea. The arbitrator shall apply the laws of the Republic of Korea to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
16.3 The courts of the Republic of Korea shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
16.4 Any cause of action by You with respect to Our Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
16.5 The Agreement shall be construed under the laws of the Republic of Korea, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Daewangpangyo-ro 660, U-Space #303, Bundang-gu, Seongnam-si, Gyeonggi-do, the Republic of Korea. (zip 13494) firstname.lastname@example.org