- Article 1 (Purpose)
This Terms of Use (“TOU”) governs the rights, obligations and other related policies between Cafe24 Corp. (“Cafe24 or Company”) and the Partner for using Cafe24’s Partner Center Service.
- Article 2 (Terminologies)
- ① The following terms shall have the meanings specified below:
- 1. "Partner Center or Service” shall means the service provided by Cafe24, where a user can create and register for sales goods and services, such as Apps, Designs, Experts, and Channel.
- 2. “Trade Channel” shall mean the virtual trading place, which Partner may sell his or her goods and services, such as Apps Designs, Experts, Recipe, to a purchaser.
- 3. “Apps” shall mean an App software developed and sold by Partner.
- 4. “Designs” shall mean design products (smart, global, word-press, homepage and etc.), designs for mobile shopping mall, or designing sources that Partner creates and sells.
- 5. “Experts” shall mean the service, which match and connects an expert for establishing and operating an online shopping mall, such as customizing interface.
- 6. “Recipe” shall mean the program that converts one or more channels into an instruction composed of triggers and actions.
- 7. "Account” shall mean the account created via Company’s account creation process upon the request by a seller.
- 8. "Purchaser" shall mean a person who buys goods or services of Partner via Trade Channel.
- 9. “Sales Price” shall mean the price of goods or services registered to be sold set by Partner.
- 10. “Homepage” shall mean the website operated by Company, which Company posts the terms and policies related to this TOU and the user may request to use the Service or maintenance of Service.
- ② Any terms not defined herein shall have the meanings defined in the Company’s service descriptions or meanings generally used.
- Article 3 (Publishing and Amending of the Terms)
- ① Company will make this TOU easily accessible to the Partners by posting TOU on the Company’s Homepage.
- ② If Company amends TOU, Company will post the amended clauses of TOU and reasons for such amendments on the initial page of the Homepage (or on a linked page whose hyperlink is provided on the initial page of the Homepage) at least seven (7) days before the effective date of the amendment.
- ③ Partner is deemed to be agreed with the amendment, if Partner does not manifest his or her objection to the amendment before the effective date of the amendment to Company. Partner’s only remedy for disagreeing with the amendment shall be termination of the Service Agreement.
- ④ Company may impose different or additional terms of services and/or operation policies for each service, and Partners shall abide by those terms or policies.
- Article 4 (Formation of Service Contract)
- ① Service Contract is formed when Partner apply for the use of Service (by doing so, Partner agrees with this TOU) and then, Company approves the application after the review.
- ② Company will assume the information provided for the Account (ID) will be the information of the applicant him or herself, and the person of the provided name is the party to Service Contract.
- ③ Company may reject the application if:
- 1. Information provided by Partner is false or information of a third party;
- 2. Required information or document is missing, misspelled, or falsified;
- 3. The applicant has a history of violating terms of other services provided by Company, or has unpaid fees for uses of other services;
- 4. The applicant is fourteen (14) years or younger and has not obtained an approval from his or her legal guardian;
- 5. The application contains explicit, obscene, excessively profane, or illegal content;
- 6. Approval is not feasible due to the Partner’s fault, or the Company’s operation policy; or
- 7. Company finds that the approval of the application may cause violation of Company’s policies or poses a threat to Company’s business.
- ④ Company may delay the approval of the application if:
- 1. Force Majeure event, including but not limited to, natural disaster or war, occurs;
- 2. Any event that interferes with the operation of Company occurs;
- 3. Company finds that maintaining the quality of Service is hindered due to lack of equipment or human resource; or
- 4. Company is unable to provide the Service due to Company’s internal issues.
- ⑤ Company may withdraw the approval and terminate Service Contract at any time, if the Article 4 (3) or Article 4 (4) is applicable by notifying the Partner in accordance with the Article 6 of this TOU.
- Article 5 (Protection of Personal Information)
Company shall implement proper operational or technical means to comply with the laws and regulations for personal information protections and shall protect Partner’s personal information in accordance with Company’s personal information policy.
- Article 6 (Notification to Partner)
Company may send a notification to Partner via e-mail, SMS, or phone, unless Partner and Company otherwise agree to designate a specific method of notification. Notwithstanding to the contrary, Company may make a mass-notification to all Partners, or a number of Partners by posting the notification on the Company’s Homepage for seven (7) days or more in lieu of making a notification to each individual Partner.
- Article 7 (Initiation of Service)
- ① Company shall provide Service to Partner upon the completion of application process, unless a special circumstance emerges. In the event that Company is not able to provide the Service immediately upon the completion of application process, Company shall notify reasons and expected start date of Service to Partner in accordance with Article 6 of TOU.
- ② Company shall provide Service for every day, twenty-four (24) hours a day, unless an operational or technical difficult occurs. Company may, however, suspend Service for maintenance, system upgrade, or any other necessary works required for Service after giving a notice to Partner in accordance with Article 6 of TOU.
- Article 8 (Composition of Service)
- ① Service provided to Partner under this TOU is composed of the following services. Each service may have an additional “terms of use" applicable for such service. The additional terms of use are attached hereto as exhibits.
- 1. Apps;
- 2. Designs;
- 3. Experts;
- 4. Recipe;
- 5. Revenue management;
- 6. Operation management; and
- 7. Other related services by Company.
- ② Company may change or modify the contents of Service and applicable terms of use by giving a notice to Partner in Accordance with Article 6 of TOU.
- ③ Any undefined terms regarding Services shall be governed by service descriptions for each service in the Homepage.
- Article 9 (Use of Service)
- ① Partner shall read and familiarize him or herself with this TOU, all terms of use and service descriptions for each service.
- ② Partner may use Service after log-in with the Account granted to the Partner under the Shopping Mall Service Terms of Use.
- ③ Partner may sell his or her goods and services by using Service provided by the Company, and shall pay the fees for using Service to Company.
- ④ Company will, at its discretion, categorize registered goods and services, and will expose goods and services to customers. The initial sales date may vary depends on the nature of goods and services, or other extrinsic circumstances.
- ⑤ Partner must comply with Company’s refund policy. If Partner needs to make a refund to Purchaser due to a termination or modification of an agreement, Partner shall directly contact and arrange an agreement with Purchaser for any refund, unless Company and Partner agree otherwise. Any fees arising out of the transaction, which is already paid to Company shall not be refunded to Partner.
- ⑥ Any refunds in accordance with Article 9 (5) shall be made within ten (10) days from the day refund was requested or recognized.
- ⑦ If Purchaser request a refund to Company directly, Company will notify the request to Partner, and Partner shall respond to such notification within seven (7) days. If Partner does not respond in ten (10) days, Company may make the refund to Purchaser directly, and then charge the refund amount to Partner. Company may set-off such amount from any future payment, including purchase proceeds from the sales of Partner’s products.
- ⑧ If Partner is unable to make a transaction due to technical, or operational difficulty, Partner shall notify Company immediately, and comply with Company’s requests.
- Article 10 (Service Fees)
- ① Service fees for using Service shall be determined by Company upon its review on the nature of Partner’s products. Company shall notify the result of review and the amount of fees to Partner, and Partner may object to the result. In the event that Partner does not expressly manifest his or her objection to the result of review, Partner is deemed to agree on the amount of service fees.
- ② Service fees in accordance with this Article 10 shall be deducted from the purchase proceeds. Company shall issue necessary documentations (tax bills, invoice, and other supporting documents) to Partner for any future legal proceedings, if necessary.
- ③ Company reserves the right to change the amount of the service fees or add additional service fees for new services. Company shall notify the change of serve fee to Partner in accordance with Article 6. Of TOU.
- Article 11 (Purchase Proceeds)
- ① Purchase proceeds generated by transactions via Partner Center shall be paid to Partner by Company or a third-party payment agency designated by Company in accordance with the Company’s standard.
- ② Company may request Partner to register or enter into a contract with Company or a third-party payment agency as a precondition to use Service. If necessary, Partner shall provide the company registration, a copy of the Partner’s corporate bank account, corporate seal certificate, or any related documents.
- ③ Company shall not be liable for lack of payment of the purchase proceeds due to Partner’s violation of the agreement with or policy of the third-party payment agency.
- ④ Partner must register him or herself as the holder of the bank account, for which is receiving the purchase proceeds. Partner shall notify Company immediately if any changes to the bank account occurs. Company shall not be liable for any issues arising out of, or in relation with Partner’s bank account.
- ⑤ Service fees, payment process fee and taxes will be automatically deducted from purchase proceeds, and then the remaining of the purchase proceeds will be paid to Partner. Any related documents will be provided to Partner within reasonable time from the payment of purchase proceeds.
- ⑥ Company may withhold the payment of a part or whole purchase proceeds, if Purchaser files a claim or any other issues that warrants withholding occurs.
- ⑦ Company and Partner may make a separate agreement regarding purchase proceeds. In the event of discrepancy, the separate agreement shall prevail over POU.
- Article 12 (Rights and Obligations of Company)
- ① Company shall provide services to Partner for use in good faith.
- ② Company shall periodically and regularly perform maintenance and check-ups for equipment and infrastructures for Service, and in case of defects, Company shall provide remedial actions as soon as practicable.
- ③ Company, as an E-Commerce operator, may create and implement various policies to safeguard fair trade and transactions in providing services.
- ④ Company may delegate payment obligations to a third-party agency in order to secure a safe transaction.
- ⑤ Company may collect various data, including, but not limited to, purchase list, usage, amount of revenue, or connected users, and utilize such data to enhance the Service or Partner supports.
- ⑥ If Partner fails to answer Company’s contact for more than twice in the period of 2 days, the Company may directly refund purchase proceeds to Purchaser and charge the same amount to Partner, or set-off the amount from future payment to Partner.
- ⑦ Company may delete Partner’s goods or services from Service and/or terminate agreements with Partner without a notice, if Partner’s goods or service contains illegal contents or government agencies, such as Korea Communications Standards Commission, grants a restriction or a cease order against Partner’s products.
- ⑧ Company may provide Partner’s information without Partner’s consent, if it is required under the law or regulation, such as Telecommunications Business Act, or a government agency requests such information for an investigation. Company further shall have the right to provide Partner’s information to a government agency for investigation, if Company has a good faith belief that Partner’s goods or services may contain illegal contents. In addition to request an investigation, Company may suspend or restrict Partner’s use of Service.
- Article 13 (Rights and Obligations of Partner)
- ① Partner may use Services provided by Company under certain conditions.
- ② Partner shall manage and protect the Account name and password, and may not delegate or lend Partner’s Account name and/or password to a third-party without Company’s consent.
- ③ Partner shall manage operation of his or her sales via Service and shall exert its best effort to provide good-faith transaction to Purchaser.
- ④ Partner shall exert its best effort to respond to any and all inquiries from Purchaser with kindness and in good faith, and shall not make any unreasonable request to Purchaser or force Purchaser to conduct illegal acts.
- ⑤ Partner shall manage and oversee the products Partner provide and shall exert its best effort to safeguard his or her products from any illegal acts.
- ⑥ Partner shall provide detailed explanations about Partner’s products. Partner shall be responsible and liable for any and all issues in relation with such explanations.
- ⑦ In the event that Partner’s goods or service is not provided to Purchase due to technical difficulties, Partner shall provide proper remedies, such as re-sending products, immediately.
- ⑧ Partner shall sell goods and service that are generally usable or marketable.
- ⑨ Partner shall comply with laws and regulations for personal information in collecting Purchaser’s personal information, and implement operational and technical measures to secure and protect Purchaser’s personal information. Partner shall destroy Purchaser’s personal information upon competition of intended purpose for collecting them. Furthermore, Partner shall provide report regarding information protection to Company, if Company requests it.
- ⑩ Partner shall abide by Partner’s terms of use and sales price for goods and services Partner registers via the Service.
- ⑪ If Partner’s goods or services are subject to age restriction, Partner shall clearly publish age or other restrictions, and if the good or services contains adult material, Partner must implement restricted initial page and age confirmation algorithm.
- ⑫ Partner shall register only goods and services that are originally created by Partner, or that are free from a third-party claim (including, but not limited to, goods and services that contains valid license). Furthermore, if the goods are services contain images of celebrities or a person, Partner shall report the goods and services to Company before register them for sales, and obtain Company’s consent.
- ⑬ Partner must backup data and images for Partner’s goods and services in more than one (1) location to prevent loss of data. Company shall not be responsible or liable for loss of data for Partner’s goods and service whatsoever.
- Article 14 (Management of Security System and Obligation)
- ① Company may implement software patch to the Service, Partner’s information, Partner’s webpage, or any related software or hardware without Partner’s consent, if Company finds it is necessary to do so for security reasons.
- ② Partner is strictly prohibited from the followings:
- 1. Distributing computer virus, trojan horse, or any form of malware;
- 2. Breach scanning, reverse engineering, or hacking of system that are not owned by Partner;
- 3. Any act that creates or burdens unreasonable amount of traffic to the Service; or
- 4. Any act that may interfere with Company’s Service or business operations.
- ③ Partner shall report to Company immediately, if Partner detects any abnormally or breach of the Service or Company’s system while using it.
- ④ Partner shall prepare and operate emergency contacts list.
- ⑤ Company reserves the right to perform or implement necessary security measures without a notice, or give a notification after security measure is implemented.
- Article 15 (Publication of Information and Advertisement)
- ① Company will publish guides and policies for Service on Company’s Homepage.
- ② Company may, with Partner’s consent, provide various information to Partner via e-mail or SMS. For the avoidance of doubt, data regarding purchase and responses to Purchaser’s inquiries are not subject to Partner’s consent.
- ③ Company may freely post advertisement regarding Company’s Services on Service pages or Homepage.
- ④ Partner shall not change or modify posts or information provided by Company without consent from Company.
- ⑤ Company shall not be responsible or liable for the content of any advertisement on Company’s Homepage. Company does not warrant, expressed or implied, quality or content of the subject of any advertisement on Homepage.
- Article 16 (Ownership of Intellectual Property and No Infringement)
- ① Company shall be the sole owner of any and all intellectual property rights, including but not limited to, copyrights, in relation with Service.
- ② Company may use Partner’s post or images for publicity or promotional activities for Company or Service.
- ③ Partner shall not use, provide, publish, sale, copy or transmit to a third party, any information, data, technologies, systems, documents, or services provided by Company without consent from Company.
- Article 17 (Suspension of Service)
- ① Company may suspend Service without a notice if:
- 1. Emergency checkup is needed for maintenance;
- 2. Accesses to Homepage is hindered due to blackout, equipment malfunction, or unexpected spike of concurrent users;
- 3. Unexpected systematic or network failures occurs;
- 4. Systematic or network failures of affiliates, partnership companies, electronic company, or telecommunication service provider occurs;
- 5. Company is under DDoS attack (Distributed Denial of Service Attack) or has a reason to believe that Company may be targeted by upcoming DDoS Attack;
- 6. Company is under attack of company virus, malware, hacking or server attack;
- 7. Natural disaster, national emergency or any equivalent severe event occurs; or
- 8. Any other events that Company is unable to operate occurs.
- ② Company shall not be liable for any damages occurs due to suspension under this Article 17 whatsoever.
- Article 18 (Restriction of Use)
- ① Company may restrict the use of Service or delete Partner’s goods or service from Service with a notice if any one of the following occurs:
- 1. Information provided by Partner is different from the actual information;
- 2. Goods and services are different from the goods and services submitted to Company for review;
- 3. Purchaser or a third person reports that Partner’s good and services include illegal content;
- 4. Five (5) or more claims regarding purchase or cs requests were reported within a twenty-four (24) hour period;
- 5. Company contacted Partner under the contact information provided by Partner, but Partner fails to respond (twice or more during a period of one (1) day);
- 6. Infringement notice is delivered to Partner, but Partner does not response to the notice within three (3) business days;
- 7. Partner sells sexually explicit materials, false information, or any goods or services that are profane;
- 8. Partner uses Service for purposes that are not approved by Company;
- 9. Partner’s account is used as an origin or routing point of hacking, server attach, or distribution of malware;
- 10. Partner delegates his or her obligations or rights to a third party without prior consent from Company;
- 11. Partner violates or tarnishes others’ reputation;
- 12. Partner interfere with other Partner or Company’s business operation;
- 13. Partner transmit advertisement against recipient’s will; or
- 14. Partner breaches this TOU.
- ② Partner may apply for the reverse of restriction to Company, and Company shall have discretion on reversal. Company will only reverse the restriction if Company finds that reversal of restriction is reasonably justified. However, any deleted post, goods or services will not be recovered.
- ③ Company shall not be responsible or liable for any damages occurred due to restriction under this Article 18 whatsoever.
- Article 19 (Termination of Agreement)
- ① Partner may request for termination of this TOU at any time to Company. Company, shall agree on termination within reasonable time upon Partner’s application. However, Partner shall pay any remaining balance to Company, if applicable.
- ② Company may terminate this TOU by giving a notice, if any of the following occurs:
- 1. Termination is necessary to comply with a government agency’s order;
- 2. Partner’s action violates public policy;
- 3. Partner has been on restriction for twice or more per year;
- 4. Partner fails to provide a remedy within seven (7) days from Company’s request;
- 5. Company finds that Partner no longer wishes to sell products, or Partner fails to respond to Purchaser within reasonable time without a cause;
- 6. Partner provide a link to a third party or integrate another website without Company’s consent;
- 7. Partner collects or uses Purchaser’s personal information for unauthorized purposes;
- 8. Description of registered goods or service is false, or the Company have a good faith belief that they are false.
- ③ Termination of TOU under this Article 19 shall not relieve Partner from any other remedies available.
- ③ Termination of TOU under this Article 19 shall not relieve Partner from any other remedies available.
- ④ Partner shall remain responsible and liable for any and all goods or services sold under this TOU.
- Article 20 (Compensation for Damages)
- ① Company and Partner shall provide compensation for damages caused due to their faults. However, considering the unique nature of internet-based services, Company’s compensation for damages caused due to the suspension of the Service or network failure shall be limited to the following:
- - In the event that suspension or network failure lasts four (4) or more hours, the Company shall pay compensation amount equal to the three times of the average hourly service fee for the latest three (3) months (if the Service has been provided less than three (3) months, the total usage period will be used). The average hourly service fee shall be calculated by dividing the average monthly service fee by the total days the Partner used during the three-month period, and then divide the result by twenty-four. The length of suspension or network failure shall be counted from the time Company suspend or notify the Partner.
- ② Notwithstanding anything to the contrary, Company shall not be liable for any damages occurred by a third party’s service or free services
- Article 21 (Limitation of Liability)
- ① Company is not a representative of Partner or Purchaser in transaction between Partner or Purchaser, and shall not be responsible or the transaction or Partner’s goods or services, including but not limited to, the information of goods or services registered by Partner.
- ② The scope of this Service is to provide online market place for Partner and Purchaser to conduct a trade, and any and all responsibilities and liabilities in relation with a transaction, trade, sales, Purchaser’s fulfillment of payment obligations, customer management, customer service, refund/exchange/return shall be borne by Partner and Purchaser.
- ③ Company does not warrant the validity, intention, quality of registered goods or services by Partner, safety, conformity, legality, or non-infringement of a transaction between Partner and Purchaser, and any related information or legal process, and shall not be responsible or liable for any and all damages arising out of a transaction between Partner and Purchaser.
- ④ Company shall not be responsible or liable for Partner’s loss of profit, or reliance on Company’s data.
- ⑤ Company shall not be liable or any damages occurred in relation with services that are provided for free.
- Article 22 (Governing Law and Dispute Resolution)
- ① This TOU shall be governed by and construed in accordance with the law of the Republic of Korea.
- ② In case of dispute, Company and Partner exert their best effort to mutually resolve the matters. In the event that Company and Partner fails to reach an amicable resolution, the dispute shall be resolved by an arbitration in accordance with the rules of arbitration of the Korean Commercial Arbitration board. The arbitration shall be conducted in Seoul, South Korea, and the language of arbitration shall be Korean.
This MOU shall be effective on September 31, 2021