THIS LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND DEEX Korea Co. Ltd. (“Deex Korea”) GOVERNING YOUR USE OF ALL SOFTWARE HOSTED BY DEEX KOREA AND THE SERVICES OUTLINED IN THIS LICENSE AGREEMENT. DEEX KOREA IS UNWILLING TO LICENSE OR OTHERWISE AUTHORIZE YOUR USE OF THE SOFTWARE LICENSED OR THE OTHER SERVICES PROVIDED HEREIN EXCEPT ON THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. YOUR USE OF THE SOFTWARE SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THE LICENSE AGREEMENT, DISCONTINUE ALL USE OF THE SOFTWARE.
“Deex Korea Parties” is Deex Korea, its affiliates, service providers, licensors, and suppliers.
“Deex Korea Services” is the configuration of software and Internet portal that Deex Korea’s third-party suppliers provide for your use in hosting the Software.
“Deex Korea Software” is the proprietary application software provided by Deex Korea and hosted by Deex Korea’s third-party suppliers, including, without limitation, enhancements, upgrades, modifications, new versions, and replacements.
“Support Software” is the configuration of software that Deex Korea provides for your use of the Deex Korea Software, including, without limitation, enhancements, upgrades, modifications, new versions, and replacement software.
“Software” is the software and the Support Software provided by Deex Korea.
2. License for the Deex Korea Services and Software.
- In General. Subject to the terms and conditions of this License agreement, Deex Korea agrees, through a third party vendor, to host the Software and provide certain support services. Use of the Software depends on your compliance with this License agreement. Subject to the terms and conditions of this License agreement, the scope of your use of the Software depends on the subscription you purchase.
- Software License. Deex Korea hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in object code form only, and the documentation are only as authorized in this Agreement.
- Support Software Licenses. Certain programs contained in the Support Software may be provided with their own license agreements and are licensed under the terms of the agreements provided with them.
- Hosting of the Software. For the term of, and in accordance with the terms and conditions of, this License agreement, Deex Korea will, through third parties, provide facilities, equipment, and programming, collectively making up a host data center (the “Deex Korea Services”), as necessary to provide you access to the Software via the Internet. You will be responsible for providing your own Internet access and computer equipment needed to access the Deex Korea Services.
- Limitation on use of Deex Korea Services and Software. You agree:
- you are responsible for the evaluation and selection of, as well as for the results obtained from, the Deex Korea Software;
- you are responsible for complying with all rules and regulations relating to the Deex Korea Services sent to you by email or other electronic means as they may be amended from time to time;
- to use the Deex Korea Services and the Software only for processing your business data and in accordance with the terms and conditions of this License agreement;
- to permit only authorized users, who possess rightfully obtained usernames and passcodes, to use the Software or to view the Deex Korea Documentation;
- not to make the Software, the Deex Korea Documentation, or any username or passcode available to any third party, including, without limitation, in any form by rental, service bureau, hosting, time sharing arrangement, or demonstration of the Software to any third party;
- to use your best efforts to cooperate with and assist Deex Korea in identifying and preventing any unauthorized use, copying, or disclosure of the Software, the Deex Korea Documentation, or any portion thereof;
- not to reverse assemble, reverse compile, or otherwise translate any Software;
- not to use the Deex Korea Services in any way that is unlawful, or which harms a Deex Korea Party, as determined by Deex Korea in its sole discretion;
- not to interrupt, or attempt to interrupt, the operation of the Deex Korea Services in any way;
- not to restrict, in any way, any other authorized user from using the Deex Korea Services;
- not to attempt to breach the security of the Deex Korea Services or the Software;
- not to access, or attempt to access, data belonging to third parties;
- to ensure that anyone who uses the Software (accessed either locally or remotely) does so only for your authorized use and complies with the terms of this License agreement;
- to notify Deex Korea, in writing, as soon as is reasonably possible, if you learn of any actual or threatened infringement or piracy of the Software, or if any infringement or piracy claim is made against you by a party other than Deex Korea in connection with your use of the Software;
- to provide accurate, current, and complete information on your legal name, address, email address, phone number, and other information reasonably requested by Deex Korea, and to keep such information updated; and
- to be responsible for all electronic communications sent by you to Deex Korea, through Deex Korea Services or in your account.
- Updates and Upgrades to Software. If you are under Licence enhancement plan for On-premise software, Deex Korea reserves the right to, but shall not be obligated to, provide error corrections, enhancements, upgrades, modifications, and new versions for the Software.
- Facilities. Except as otherwise expressly stated herein, you are responsible for obtaining, installing, configuring and maintaining all equipment, (including, without limitation, gateways and firewalls), network, software, wiring, power sources, telephone connections, and communications services necessary for inter-connection with Deex Korea Services or otherwise for use in conjunction with the Deex Korea Services (“Facilities”). You are responsible for ensuring that the Facilities are compatible with Deex Korea’s requirements and the Software. Deex Korea is not responsible for the availability, capacity, or condition of any Facilities.
- Access to Deex Korea Services. Deex Korea reserves the right to deny access to the Deex Korea Services to anyone at any time.
- Transmission of Data. You understand that the technical processing and transmission of electronic communications is fundamentally necessary to your use of the Deex Korea Services. You expressly consent to Deex Korea’s interception and storage of electronic communications, and you acknowledge and understand that your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned, operated, or both by Deex Korea. You acknowledge and understand that changes to your electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices.
3. Reservation of Rights.
All rights not expressly granted to you pursuant to this License agreement are reserved to Deex Korea.
To the maximum extent permitted by applicable law, you grant Deex Korea the right to monitor the Software, the Deex Korea Services, and your use of each, and to disclose such information in the event that Deex Korea, in good faith, believes it is necessary for purposes of ensuring your compliance with this License agreement, and protecting the rights, property, and interests of Deex Korea Parties.
5. Subscription Fees.
The subscription fees paid by you are paid in consideration of the license granted and services provided under this License agreement. Except as stated in Article 7 and Article 8, Deex Korea does not refund subscription fees. By accepting this License agreement you fully understand that once subscription fee payment is made to Deex Korea you will have no recourse for receiving a refund of any part of the fees.
6. Proprietary Protection of the Software.
You acknowledge that the Deex Korea Software and the Deex Korea Documentation are proprietary to Deex Korea, and the Deex Korea Software and the Deex Korea Documentation are protected under United States copyright, trade secret, patent, and trademark laws, and international treaties. You further acknowledge and agree that, as between you and Deex Korea, Deex Korea owns and shall continue to own all right, title, and interest in and to the Deex Korea Software and the Deex Korea Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This License agreement does not grant you any ownership interest in or to the Deex Korea Software or the Deex Korea Documentation, but only a limited right of use that is revocable in accordance with the terms of this License agreement.
You may not use, display, reproduce, create derivative works of, re-license, sell, or distribute the Software, or any portion thereof, except as otherwise provided in this License agreement.
You acknowledge that Deex Korea does not grant any license or other right to use any of its trademarks, service marks, copyrightable material, or other intellectual property, except as expressly provided in this License agreement.
You acknowledge that, in the event of your breach of any of the provisions of this Section, Deex Korea will not have an adequate remedy at law. Therefore, Deex Korea shall be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Deex Korea’s right to obtain injunctive relief shall not limit its right to seek further remedies.
- By Deex Korea. Deex Korea will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party that the Deex Korea Software infringes its patent, copyright, or trademark, or misappropriates its trade secret; provided (i) you notify Deex Korea, in writing, not later than 20 days after you receive notice of the claim, (ii) you give Deex Korea sole control of the defense and any settlement negotiations, and (iii) you cooperate with Deex Korea in defending against or settling the claim. Deex Korea’s obligation of indemnification will not apply to the extent that the claim is based on (i) your use of the Deex Korea Software after Deex Korea notifies you to discontinue use due to such a claim; (ii) your combining the Deex Korea Software with non-Deex Korea product, data, or business process, including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Deex Korea product, data, or business process; (iv) your altering or modifying the Deex Korea Software, including any modifications by third parties; or (v) your use of the Deex Korea Software in violation of this Agreement. You will reimburse us for any costs or damages that result from these actions.
If Deex Korea receives information concerning an infringement or misappropriation claim related to the Deex Korea Software, Deex Korea may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the Deex Korea Software or (ii) modify the Deex Korea Software or replace it with a functional equivalent to make it non-infringing, in which case you will stop using the allegedly infringing Deex Korea Software immediately. If, as a result of an infringement or misappropriation claim, your use of the Software is enjoined by a court of competent jurisdiction, Deex Korea will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license granted in this Agreement. This Section 7.a. constitutes your exclusive remedy for third party infringement and trade-secret misappropriation claims.
- By You. You hereby agree to indemnify, defend, and hold harmless Deex Korea from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney’s fees) incurred by Deex Korea in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this License agreement, and (ii) your use of the Software, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this License agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Deex Korea reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Deex Korea.
8. Limited Warranties; Disclaimer of Warranties.
- a. Deex Korea Software Limited Warranty; Exclusive Remedy. Deex Korea warrants to you that the performance and functionality of the Deex Korea Software, in all material respects, meet the specifications set forth in the Deex Korea Documentation for the Deex Korea Software licensed by you. Deex Korea does not warrant that the Deex Korea Software will be error-free. Your sole and exclusive remedy for Deex Korea’s breach of this limited warranty shall be that Deex Korea shall use commercially reasonable efforts to modify the Deex Korea Software to meet the performance and functionality specifications, in all material respects, described in the Deex Korea Documentation, and if Deex Korea is unable to restore such performance and functionality, you shall be entitled to terminate this License agreement and shall be entitled to receive a pro-rata refund of the subscription fees paid for under this License agreement for your use of the Software and Deex Korea Services for the terminated portion of the term. Deex Korea shall have no obligation with respect to a warranty claim unless notified of such claim within 60 days of the first instance of any material performance or functionality issue. Any notice required to be sent pursuant to this Section 8 must be provided electronically to Deex Korea at firstname.lastname@example.org.
- No Virus Warranty. Deex Korea warrants that the Deex Korea Software and Deex Korea Services shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
- Warranty of Title. Deex Korea warrants to you that Deex Korea is the owner of the Software or otherwise has the right to grant to you the license to use the Software as set forth in this License agreement without violating any proprietary rights of any third parties.
- Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION, DEEX KOREA DISCLAIMS, TO THE EXTENT AUTHORIZED BY LAW, ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (i) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WORKMANLIKE EFFORT; (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE; AND (iii) WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. WITHOUT LIMITING THE FOREGOING, DEEX KOREA EXPRESSLY DISCLAIMS ANY WARRANTY ARISING FROM ADVICE OR INFORMATION PROVIDED BY DEEX KOREA OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE. THIS DISCLAIMER APPLIES TO ANY EXPENSES, DAMAGES OR INJURY, REGARDLESS OF THE CAUSE, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.
- Third Party Hosting of Software and Data. THIRD-PARTY SUPPLIERS PROVIDING HOSTING FOR THE SOFTWARE, STORAGE OF YOUR DATA AND OTHER DEEX KOREA SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF DEEX KOREA. DEEX KOREA IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY DAMAGES OR EXPENSES RESULTING THREFROM.
9. Limitation on Liability; Cumulative Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR SIMILAR LOSSES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY SET FORTH IN THIS SECTION 9 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY IS DEEMED UNENFORCEABLE.
DEEX KOREA’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS License agreement, INCLUDING WITHOUT LIMITATION DEEX KOREA’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE LIMITED TO THE AMOUNT OF subscription FEES PAID TO DEEX KOREA BY YOU UNDER THIS License agreement, BUT IN NO EVENT shall SUCH LIABILITY EXCEED $10,000 IN THE AGGREGATE FOR ALL OCCURANCES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
All limitations on liability, damages, and claims are intended to apply without regard to whether other provisions of this License agreement have been breached or have proven ineffective.
No third party is authorized by Deex Korea to make any representation or warranty to you regarding the Deex Korea Services or the Software.
10. Limitations Period.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Deex Korea Services and the Software, or this License agreement, must be filed within one year after such claim or cause of action arose or be forever barred.
11. Term and Termination.
This License agreement is effective upon your acceptance of this License agreement, or upon your accessing and using the Software or the Deex Korea Services, even if you have not expressly accepted this License agreement. This License agreement shall continue in effect until terminated. Without prejudice to any other rights, this License agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described in this License agreement. If you fail to pay the applicable subscription fees, Deex Korea shall have the right to restrict, suspend, or terminate your access to the Deex Korea Services and the Software in whole or in part, without notice and without liability. You may terminate this License agreement at any time by providing written notice of your decision to terminate the License agreement to Deex Korea. Deex Korea may terminate this Agreement if you breach any term of the Agreement by giving you written notice of your breach and Deex Korea’s decision to terminate the License agreement. If this License agreement is terminated, Deex Korea reserves the right to refuse to provide access to the Deex Korea Services and the Software to you in the future. Once access to the Deex Korea Services and the Software has been denied as a result of termination of this License agreement, Deex Korea reserves the right to impose a charge for access to the Deex Korea Services and the Software.
12. Amendment to License agreement.
Deex Korea reserves the right, in its sole discretion, to amend this License agreement from time to time. If there is a conflict between this License agreement and the most current version of Deex Korea’s License agreement, posted at www.deex.co.kr, the latter will prevail. If you do not accept amendments made to this License agreement, then this License agreement will be immediately terminated pursuant to Section 11. Your continued use of the Deex Korea Services and the Software following any amendment to this License agreement shall be conclusively deemed an acceptance of all such amendments.
This Agreement shall be governed by and interpreted in accordance with the laws of the Korean Commercial Arbitration law. Any claim or dispute arising in connection with this Agreement shall be resolved in the Korean Commercial Arbitration law and you hereby consent to the jurisdiction and venue of those courts and waive any objections to the jurisdiction or venue of those courts.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions of this License agreement or the validity or enforceability of the offending term or provision in any other situation.
Sections 2i, 2j, 6, 7, 8, 9, 10, and 13 of this License agreement shall survive the termination of this License agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.
The headings contained in this License agreement are for reference purposes only and shall not affect the meaning or interpretation of this License agreement.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. You may not assign, transfer, or sublicense your rights to this License agreement.
You agree that Deex Korea may provide notices and other communications to you solely by means of e-mail or other electronic transmission.
Unless you provide Deex Korea with written notice to the contrary, you give Deex Korea the right to use your name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that you are a customer of Deex Korea.
This License agreement constitutes the entire agreement between you and Deex Korea with respect to the Deex Korea Services and the Software, and supersedes all prior agreements between you and Deex Korea.