Terms and conditions
This License Agreement ("Agreement") is a legal agreement between You as an individual ("You" / "Licensee") and PayGate Co. Ltd., a privately held Limited company with its principal place of business at 2F Art Nouveau Palace, 258 Seokchonhosu-ro, Songpa-gu, Seoul ("Licensor"), with respect to the PayGate products offered and/or provided to you by Licensor ("PayGate Payment Service") and is effective as of the date this Agreement is accepted ("Effective Date").
By accepting this Agreement, or paying for, installing, activating, or otherwise using the PayGate Payment Service, You agree to be bound by all of the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install the PayGate Payment Service and do not finalize payment for the PayGate Payment Service.
1. Grant of License and Ownership. Subject to the terms and conditions contained in this Agreement, Licensor grants You a non-exclusive, non- transferable license to use the PayGate Payment Service for purposes defined by the type of license for the PayGate Payment Service that you have acquired (the "Purpose").
2. Additional Fees and Related Software Responsibilities. Licensor has the right to charge any fees for access to additional services, add- ons and features that are not initially part of the core offer. Such additional services may be, but are not limited to, PayGate add-ons that go beyond the core features supported, external services to which the PayGate Payment Service can interact, and new features for the PayGate Payment Service that by the Licensor are seen as value-adding. Licensee is responsible for maintaining all that needed to access the PayGate Payment Service and site related services and Licensee is responsible for payment of any fees for those services now and in the future. Licensee agrees to pay for any services Licensee signs up for, through the PayGate Payment Service or through any site related services, upon invoice, and Licensee agrees not to act in any way that could reasonably be considered fraudulent with respect to making payments. Licensee shall pay all applicable taxes for which Licensee may be liable due to Licensee's location.
3. Installation and Use. Licensor is providing the PayGate Payment Service to you for installation on any single domain.
a. Meeting of Licensee Needs. You have the responsibility to familiarize yourself with the key functions of the PayGate Payment Service before acquiring a paid license. The Licensee shall bear the risk as to whether the PayGate Payment Serivce meets the individual requirements and needs of the Licensee. The setup of a functional environment for the PayGate Payment Service is subject to the relevant agreement shall be the sole responsibility of the Licensee.
b. Responsibility for User Accounts and Passwords. You are responsible for maintaining the confidentiality of User Accounts and Passwords. You agree to immediately notify Licensor of any unauthorized use of your account of which you become aware. Otherwise, all guarantees as to service and performance given by Licensor to you shall be suspended.
c. Improper Use. The PayGate Payment Service may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Licensee acknowledges that transmission, distribution or storage of material, may require Licensee to acquire rights from a third party to avoid infringing on the rights of such third party.
4. Intellectual Property Rights. Licensor shall retain all rights, title and interest in the PayGate Payment Service, including, without limitation, all intellectual property rights embodied therein. You will not acquire any rights, express or implied, in the PayGate Payment Service, other than those specified in this Agreement. All third party licensors and suppliers retain all rights, title and interest in third party software and all copies thereof, including all copyrights and other intellectual property rights. Licensor does not claim any rights to any product or material produced by you, by use of the PayGate Payment Service as production tools.
5. License Restrictions. You may not distribute, sublicense, rent or lease the PayGate Payment Service. You may not, nor may you authorize or assist others to: (i) reverse engineer, decompile, or disassemble the PayGate Payment Service; (ii) modify, or create derivative works based upon the PayGate Payment Service in whole or in part; (iii) distribute copies of the PayGate Payment Service; (iv) remove or change any proprietary rights notices or labels on the PayGate Payment Service or related products; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the PayGate Payment Service. Any use in violation of this Section 6 shall immediately terminate this Agreement.
6. Term and Termination. You have the right to use the PayGate Payment Service for the Purpose from the period commencing upon acceptance of this Agreement and ending upon a termination date that may be specified by Licensor. For the paid license of the PayGate Payment Service, You have the right to use this license for the Purpose, commencing upon payment upon termination of this Agreement, all functionality of the PayGate Payment Service will be deactivated. You can terminate this agreement at any time by providing 30 days of notice prior to termination of the contract.
7. Recurring Payments. You acknowledge and agree that maintenance fee is offered on a subscription model, with automatic renewal of your maintenance at the end of each period (the "Renewal Date"), and subject to recurring payments. You will always be notified before making the first payment. Licensor will always notify you of any price increases, prior to charging your credit card or account. Your subscription will continue and be renewed automatically until such time as you elect to cancel the subscription, prior to a Renewal Date. Upon cancellation, your existing license for the PayGate Payment Service will be affected.
8. Confidential Information. You acknowledge and agree that any information, documentation, product related information or any other proprietary technology or know-how related to the PayGate Payment Service, that cannot reasonably be considered public knowledge, that might be disclosed to You by Licensor, constitute "Confidential Information" of Licensor, and You agree to keep the same confidential and not to use the same for any purpose, other than the purpose for which Licensor disclosed this information to You. You will protect the Confidential Information by using the same degree of care as You would use to protect Your own Confidential Information, but no less than a reasonable degree of care, from the unauthorized use, dissemination or publication of the Confidential Information. You agree to hold all Confidential Information in confidence for a period of one (1) year from the date of termination or expiration of this Agreement.
9. No Warranty. YOU ACKNOWLEDGE THAT THE PAYGATE PAYMENT SERVICE AND RELATED DOCUMENTATION ARE BEING DELIVERED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE USE OF THE PAYGATE PAYMENT SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS LICENSE AGREEMENT WITH NO REFUND OPTIONS FOR UNUSED LICENSE PERIOD.
10. Refund Policy. You acknowledge that there are no returns or cancellations for your purchase of paid license type for the PayGate Payment Service from Licensor. All agreements are final, non-cancelable and non-refundable except as otherwise determined by Licensor in its sole discretion.
You further acknowledge and agree that some or all of Licensor's financial offers for a paid license type of the PayGate Payment Service, may be offered on a subscription model, subject to recurring payments. Cancelling your subscription after the beginning of a paid license period, does not entitle you to a full or partial refund for that license period. If You do not cancel Your recurring payment subscription before a Renewal Date, You are not entitled to a refund for the recurring payment charged to Your credit/debit card account on that Renewal Date. You have the sole responsibility to notify cancellation of your subscription 30 days before the Renewal Date if you do not wish to continue your subscription.
11. Indemnification. You agree to defend, indemnify and hold harmless Licensor from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out Your breach of any provision of this Agreement or Your use of the PayGate Payment Service, including, but not limited to, the use of the PayGate Payment Service to infringe on any third party intellectual property rights.
12. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of Republic of Korea, without reference to its choice of law provisions. You agree that this Agreement supersedes any prior agreement, whether written or oral, and all other communications between Licensor and You relating to the subject matter of this Agreement. Licensor may change the terms of this Agreement at any time by posting modified terms on its website.
13. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, it shall not affect any other provision of this Agreement, and this Agreement shall be construed as if said provision had never been contained in this Agreement.