Send Anywhere

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Start free trial nowWith online stores, video and scheduling tools, whatever your idea, you can sell anything with Squarespace.Sponsored by Squarespace<ul> <li>Transfer</li>Product<li>Send Anywhere Email Add-on</li> <li>Download</li> </ul>Sign in<ul> <li>Notice of Policy Change for Free Users (2023.03.13)View more</li> <li>Notice for Send Anywhere Terms of Service Revision (2023.03.07)View more</li> <li>Notice on our new paid plan release ‘Send Anywhere Email Add-on’ (2023.03.07)View more</li> </ul> <ul> <li>Policies</li> <li>Terms of Service</li> <li>Privacy Policy</li> <li>API Terms of Use</li> <li>Terms of Service</li> <li>Privacy Policy</li> <li>API Terms of Use</li> <ul> <li>Terms of Service</li> <li>Privacy Policy</li> <li>API Terms of Use</li> </ul> </ul> This Application Developer and API License Agreement (the “Agreement”), effective as of the Effective Date, is entered and made by and between Rakuten Symphony Korea, Inc. (“Rakuten Symphony Korea”) and you, or the company, organization or other legal entity (“Entity”) that you represent (“Licensee” or “YOU”). If you are entering into this Agreement on behalf of an Entity, you are agreeing to this Agreement for that Entity and representing to Rakuten Symphony Korea that you have the authority to bind such Entity and its affiliates to this Agreement. BY CLICKING THE “SUBMIT” BUTTON, LICENSEE ACCEPTS THE TERMS OF THIS AGREEMENT AND YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITION OF THIS AGREEMENT AND ALSO AGREE TO BE BOUND BY THIS AGREEMENT. 1. Definitions For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Capitalized terms utilized in this Agreement and not defined have the meaning set forth in the Rakuten Symphony Korea Terms of Service (the “Terms”). App App means any downloadable application software. App Market App market means any marketplace of downloadable applications commonly known as apps such as Google Play or App Store. Confidential Information Confidential Information means all information disclosed by or on behalf of Rakuten Symphony Korea to Licensee which is a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure whether or not such information is “confidential” or otherwise. Confidential Information may include, without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing or other business information. For all purposes of this Agreement, Account Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information (other than Account Data) that (i) was already known to Licensee at the time of disclosure by or on behalf of Rakuten Symphony Korea without an obligation of confidentiality. (ii) was or is obtained by Licensee from a third party not known by Licensee to be under an obligation of confidentiality with respect to such information. (iii) is or becomes generally available to the public other than by violation of this Agreement. or (iv) was or is independently developed by Licensee without use of Rakuten Symphony Korea’s Confidential Information. Effective Date Effective Date means the date on which YOU submit this Agreement electronically or otherwise to Rakuten Symphony Korea. General API Guidelines General API Guidelines mean guidelines and rules and policies that Rakuten Symphony Korea may from time to time adopt and notify by posting on its website concerning the manner and methods of using Rakuten Symphony KoreaAPI. Each and every Licensee agrees to be bound by the terms of General API Guidelines whenever adopted and modified by Rakuten Symphony Korea. Intellectual Property Rights Intellectual Property Rights means patents, inventions, copyrights, trademarks, domain 1names, trade secrets, know-how and any other intellectual property and/or proprietary rights. Internal Use Internal Use means the use of the Rakuten Symphony Korea API in connection with Licensee’s subscription to the Service for Licensee’s internal business purposes in accordance with the Terms. Malicious Software Malicious Software means any software or executable programs used to disrupt the operation of the host device acting against the intent, requirement, or interest of the device user, including malware, computer viruses, worms, trojan horses, ransomware, spyware, adware, scareware, and the likes. Paid Licensee Applications Paid Licensee Applications mean any Licensee Application published by Licensee in which users pays Licensee for a license to use, access and/or deploy such Licensee Application. Payment Processor Payment Processor means the third party payment processor that processes fees related to a Paid Licensee Application. Publishing Publishing means the making of any Application available to any user other than Licensee or for any purpose other than for use by Licensee. Rakuten Symphony Korea API Rakuten Symphony Korea API means the API and any accompanying or related tools, guides, source code, executable applications and other materials made available by Rakuten Symphony Korea such as Send Anywhere API, including, without limitation, through its website. Licensee Applications Licensee Applications mean web or other software services or applications developed by Licensee that utilize or interact with the Rakuten Symphony Korea API and are authorized to be Published pursuant to this Agreement. Rakuten Symphony Korea Applications Rakuten Symphony Korea Applications mean web or other software services or application developed by Rakuten Symphony Korea. Rakuten Symphony Korea Marks Rakuten Symphony Korea Marks mean Rakuten Symphony Korea, and Rakuten Symphony Korea’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the Rakuten Symphony Korea API pursuant to this Agreement. Rakuten Symphony Korea Trademark Guidelines Rakuten Symphony Korea Trademark Guidelines mean guidelines and rules and policies that Rakuten Symphony Korea may from time to time adopt and notify by posting on its website concerning Rakuten Symphony Korea Trademarks. Each and every Licensee agrees to be bound by the terms of Rakuten Symphony Korea Trademark Guidelines whenever adopted and modified by Rakuten Symphony Korea. Send Anywhere API Send Anywhere API means a Rakuten Symphony Korea API, that interacts, incorporates, references or otherwise utilizes Send Anywhere App, a unique App developed by Rakuten Symphony Korea. 2. Purpose and License <ol> <li>Licensee may use Rakuten Symphony Korea API to develop software to be incorporated into a separate App(s) as part thereof or a program to function independently on a stand-alone basis pursuant to the terms of this Agreement. This Agreement governs Licensee’s rights to use and access the Rakuten Symphony Korea API for the foregoing purposes, including any and all restrictions and policies implemented by Rakuten Symphony Korea from time to time with respect to the Rakuten Symphony Korea API as set forth on the Rakuten Symphony Korea’s website, this Agreement or otherwise communicated to Licensee (General API Policies).</li> <li>Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 3, Rakuten Symphony Korea grants, for fee specified Section 8, to Licensee a non-exclusive, non- transferable, non-sublicensable, worldwide, revocable right and license during the Term to use the Rakuten Symphony Korea API to develop, implement and distribute Applications for all lawful policities.</li> <li>Licensee grants to Rakuten Symphony Korea a non-exclusive, worldwide, fully paid-up, royalty-free license, for as long as its Licensee Applications are Published to an App Market to exercise its rights and perform its obligations under this Agreement.</li> <li>Rakuten Symphony Korea shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the services offered by Rakuten Symphony Korea and/or the Rakuten Symphony Korea API any suggestions, enhancement requests, recommendations or other feedback Rakuten Symphony Korea receives from Licensee.</li> </ol> 3. Restrictions and Responsibilities The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth herein. <ol> <li>Licensee must comply with all restrictions set forth in this Agreement, the Terms, any Marketplace terms of use, the Rakuten Symphony Korea Privacy Policy, and the General API Guidelines in all uses of the Rakuten Symphony Korea API. Licensee must also comply with all restrictions set forth in this Agreement and the Rakuten Symphony Korea Trademark Guidelines in all uses of the Rakuten Symphony Korea Marks. If Rakuten Symphony Korea believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded Licensee pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to Licensee.</li> <li>In order to use and access the Rakuten Symphony Korea API, Licensee must obtain API credentials (a Certificate). Licensee may not share its Certificate with any third party, shall keep such Certificate and all Login information secure and shall use the Certificate as Licensee’s sole means of accessing the Rakuten Symphony Korea API.</li> <li>Licensee’s Applications shall not substantially replicate products or services offered by Rakuten Symphony Korea, including, without limitation, functions or clients on platforms (such as iOS or Android) where Rakuten Symphony Korea offers its own client or function. Subject to the preceding sentence and the parties other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Licensee may not use or access the Rakuten Symphony Korea API or the services offered by Rakuten Symphony Korea in order to monitor the availability, performance, or functionality of any of the Rakuten Symphony Korea API or the services offered by Rakuten Symphony Korea or for any similar benchmarking purposes.</li> <li>Licensee is not permitted to Publish any Licensee’s Applications on any App Market that Rakuten Symphony Korea publishes its Applications to the extent that Licensee’s Application has similar functions and uses as that of Rakuten Symphony Korea’s Applications.</li> <li>Licensee shall not, under any circumstances, through Licensee Applications or otherwise, repackage or resell Rakuten Symphony Korea API or any part or modification thereof. Licensee is not permitted to use the Rakuten Symphony Korea API in any manner that does or could potentially undermine the security of the Rakuten Symphony Korea Application, the Rakuten Symphony Korea API or any other data or information stored or transmitted using the Rakuten Symphony Korea Application. In addition, Licensee shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API.</li> <li>Licensee acknowledges that Licensee is solely responsible, and that Rakuten Symphony Korea has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Licensee Applications. Without limiting the foregoing, Licensee will be solely responsible for (i) the technical installation and operation of its Licensee Applications. (ii) creating and displaying information and content on, through or within its Licensee Applications. (iii) ensuring that its Licensee Applications do not violate or infringe the Intellectual Property Rights of any third party. (iv) ensuring that Licensee Applications are not offensive, profane, obscene, libelous or otherwise illegal. (v) ensuring that its Licensee Applications do not contain or introduce Malicious Software into its services, the Rakuten Symphony Korea API and Rakuten Symphony Korea Application. and (vi) ensuring that its Licensee Applications are not designed to or utilized for the purpose of spamming any its users.</li> <li>Licensee will respect and comply with the technical and policy-implemented limitations of the Rakuten Symphony Korea API and the restrictions of this Agreement in designing and implementing Licensee Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing the Rakuten Symphony Korea API.</li> <li>Licensee shall not make any modifications to any Rakuten Symphony Korea API, other than as reasonably necessary to modify the formatting of such Rakuten Symphony Korea API in order to display, incorporate, reference, or otherwise utilize it in a manner appropriate for the pertinent Licensee Applications.</li> <li>In order to Publish and maintain a Paid Licensee Application on the Application Marketplace, Licensee must (i) submit such Licensee Application to Rakuten Symphony Korea for approval and listing as a Paid Licensee Application prior to submitting such Licensee Application to the applicable Marketplace. (ii) sign up and register for an account with Rakuten Symphony Korea or its designee under the terms communicated to Licensee by Rakuten Symphony Korea or its designee. (iii) maintain a relevant terms of service and privacy policy to govern end-users’ use of such Paid Licensee Application. and (iv) provide ongoing commercially reasonable support to users of the Paid Licensee Application.</li> </ol> 4. Representations, Warranties and Covenants <ol> <li>Licensee represents, warrants and covenants that: (i) its Licensee Applications and Licensee Marks, the use of such Licensee Applications by its users, and the activities with respect to such Licsensee Applications and Licensee Marks undertaken by Rakuten Symphony Korea in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party. (ii) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Licensee Applications. and (iii) its Licensee Applications do not and will not contain or introduce into the Rakuten Symphony Korea Application, Rakuten Symphony Korea Service, or the Rakuten Symphony Korea API, any Malicious Software. (vi) its Licensee Applications are not designed to or utilized for the purpose of spamming any users. (vi) it has all right, power and authority to grant the licenses granted to Rakuten Symphony Korea herein. and (vii) it acknowledges Rakuten Symphony Korea’s right to charge transaction and/or listing fees as provided in Section 8 herein.</li> <li>System Requirement. Licensee represents and warrants that Licensee Application will meet the following system requirements:<ul> <li> Android: Android 4.0 or later.</li> <li> iOS: iOS 8.0 or later, compatible with iPhone, iPad and iPod touch.</li> <li> Windows Phone: 8.1 or later.</li> <li> Amazon Kindle: Android 4.0 or later.</li> <li> Windows(PC): Windows Vista, Windows 7, Windows 8 - Designed for Desktop and Laptop.</li> <li> Windows 8(Tablet): Windows 8.1- Designed for Surface PRO.</li> <li> macOS: macOS 10.9 or later.</li> <li> Linux: debian 8.0 (Jessie) or later / ubuntu 14.04 (Trusty) or later.</li> <li> Chrome App: Chrome 35 or later.</li> <li> Web: Chrome, Safari, Firefox, IE 10 or later.</li> </ul> </li> <li>Licensee represents, warrants and covenants that it will include the mandatory terms of service provisions listed below (“Mandatory Service Terms”) in the terms of service (“App Terms of Service”) that govern use of its Apps by users of its Licensee Applications. Such Mandatory Service Terms are a minimum set of provisions and Licensee may have more exhaustive App Terms of Service. Licensee may change the term references to match the terms used in its App Terms of Service. Mandatory Service Terms: <ul> <li>The Licensee is the licensor of the Licensee Application and This Application Developer and API License Agreement (the “Agreement”), effective as of the Effective Date, is entered and made by and between Rakuten Symphony Korea, Inc. (“Rakuten Symphony Korea”) and you, or the company, organization or other legal entity (“Entity”) that you represent (“Licensee” or “YOU”). If you are entering into this Agreement on behalf of an Entity, you are agreeing to this Agreement for that Entity and representing to Rakuten Symphony Korea that you have the authority to bind such Entity and its affiliates to this Agreement. BY CLICKING THE “SUBMIT” BUTTON, LICENSEE ACCEPTS THE TERMS OF THIS AGREEMENT AND YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITION OF THIS AGREEMENT AND ALSO AGREE TO BE BOUND BY THIS AGREEMENT. 1. Definitions For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Capitalized terms utilized in this Agreement and not defined have the meaning set forth in the Rakuten Symphony Korea Terms of Service (the “Terms”). App App means any downloadable application software. App Market App market means any marketplace of downloadable applications commonly known as apps such as Google Play or App Store. Confidential Information Confidential Information means all information disclosed by or on behalf of Rakuten Symphony Korea to Licensee which is a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure whether or not such information is “confidential” or otherwise. Confidential Information may include, without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing or other business information. For all purposes of this Agreement, Account Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information (other than Account Data) that (i) was already known to Licensee at the time of disclosure by or on behalf of Rakuten Symphony Korea without an obligation of confidentiality. (ii) was or is obtained by Licensee from a third party not known by Licensee to be under an obligation of confidentiality with respect to such information. (iii) is or becomes generally available to the public other than by violation of this Agreement. or (iv) was or is independently developed by Licensee without use of Rakuten Symphony Korea’s Confidential Information. Effective Date Effective Date means the date on which YOU submit this Agreement electronically or otherwise to Rakuten Symphony Korea. General API Guidelines General API Guidelines mean guidelines and rules and policies that Rakuten Symphony Korea may from time to time adopt and notify by posting on its website concerning the manner and methods of using Rakuten Symphony KoreaAPI. Each and every Licensee agrees to be bound by the terms of General API Guidelines whenever adopted and modified by Rakuten Symphony Korea. Intellectual Property Rights Intellectual Property Rights means patents, inventions, copyrights, trademarks, domain 1names, trade secrets, know-how and any other intellectual property and/or proprietary rights. Internal Use Internal Use means the use of the Rakuten Symphony Korea API in connection with Licensee’s subscription to the Service for Licensee’s internal business purposes in accordance with the Terms. Malicious Software Malicious Software means any software or executable programs used to disrupt the operation of the host device acting against the intent, requirement, or interest of the device user, including malware, computer viruses, worms, trojan horses, ransomware, spyware, adware, scareware, and the likes. Paid Licensee Applications Paid Licensee Applications mean any Licensee Application published by Licensee in which users pays Licensee for a license to use, access and/or deploy such Licensee Application. Payment Processor Payment Processor means the third party payment processor that processes fees related to a Paid Licensee Application. Publishing Publishing means the making of any Application available to any user other than Licensee or for any purpose other than for use by Licensee. Rakuten Symphony Korea API Rakuten Symphony Korea API means the API and any accompanying or related tools, guides, source code, executable applications and other materials made available by Rakuten Symphony Korea such as Send Anywhere API, including, without limitation, through its website. Licensee Applications Licensee Applications mean web or other software services or applications developed by Licensee that utilize or interact with the Rakuten Symphony Korea API and are authorized to be Published pursuant to this Agreement. Rakuten Symphony Korea Applications Rakuten Symphony Korea Applications mean web or other software services or application developed by Rakuten Symphony Korea. Rakuten Symphony Korea Marks Rakuten Symphony Korea Marks mean Rakuten Symphony Korea, and Rakuten Symphony Korea’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the Rakuten Symphony Korea API pursuant to this Agreement. Rakuten Symphony Korea Trademark Guidelines Rakuten Symphony Korea Trademark Guidelines mean guidelines and rules and policies that Rakuten Symphony Korea may from time to time adopt and notify by posting on its website concerning Rakuten Symphony Korea Trademarks. Each and every Licensee agrees to be bound by the terms of Rakuten Symphony Korea Trademark Guidelines whenever adopted and modified by Rakuten Symphony Korea. Send Anywhere API Send Anywhere API means a Rakuten Symphony Korea API, that interacts, incorporates, references or otherwise utilizes Send Anywhere App, a unique App developed by Rakuten Symphony Korea. 2. Purpose and License <ol> <li>Licensee may use Rakuten Symphony Korea API to develop software to be incorporated into a separate App(s) as part thereof or a program to function independently on a stand-alone basis pursuant to the terms of this Agreement. This Agreement governs Licensee’s rights to use and access the Rakuten Symphony Korea API for the foregoing purposes, including any and all restrictions and policies implemented by Rakuten Symphony Korea from time to time with respect to the Rakuten Symphony Korea API as set forth on the Rakuten Symphony Korea’s website, this Agreement or otherwise communicated to Licensee (General API Policies).</li> <li>Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 3, Rakuten Symphony Korea grants, for fee specified Section 8, to Licensee a non-exclusive, non- transferable, non-sublicensable, worldwide, revocable right and license during the Term to use the Rakuten Symphony Korea API to develop, implement and distribute Applications for all lawful policities.</li> <li>Licensee grants to Rakuten Symphony Korea a non-exclusive, worldwide, fully paid-up, royalty-free license, for as long as its Licensee Applications are Published to an App Market to exercise its rights and perform its obligations under this Agreement.</li> <li>Rakuten Symphony Korea shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the services offered by Rakuten Symphony Korea and/or the Rakuten Symphony Korea API any suggestions, enhancement requests, recommendations or other feedback Rakuten Symphony Korea receives from Licensee.</li> </ol> 3. Restrictions and Responsibilities The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth herein. <ol> <li>Licensee must comply with all restrictions set forth in this Agreement, the Terms, any Marketplace terms of use, the Rakuten Symphony Korea Privacy Policy, and the General API Guidelines in all uses of the Rakuten Symphony Korea API. Licensee must also comply with all restrictions set forth in this Agreement and the Rakuten Symphony Korea Trademark Guidelines in all uses of the Rakuten Symphony Korea Marks. If Rakuten Symphony Korea believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded Licensee pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to Licensee.</li> <li>In order to use and access the Rakuten Symphony Korea API, Licensee must obtain API credentials (a Certificate). Licensee may not share its Certificate with any third party, shall keep such Certificate and all Login information secure and shall use the Certificate as Licensee’s sole means of accessing the Rakuten Symphony Korea API.</li> <li>Licensee’s Applications shall not substantially replicate products or services offered by Rakuten Symphony Korea, including, without limitation, functions or clients on platforms (such as iOS or Android) where Rakuten Symphony Korea offers its own client or function. Subject to the preceding sentence and the parties other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Licensee may not use or access the Rakuten Symphony Korea API or the services offered by Rakuten Symphony Korea in order to monitor the availability, performance, or functionality of any of the Rakuten Symphony Korea API or the services offered by Rakuten Symphony Korea or for any similar benchmarking purposes.</li> <li>Licensee is not permitted to Publish any Licensee’s Applications on any App Market that Rakuten Symphony Korea publishes its Applications to the extent that Licensee’s Application has similar functions and uses as that of Rakuten Symphony Korea’s Applications.</li> <li>Licensee shall not, under any circumstances, through Licensee Applications or otherwise, repackage or resell Rakuten Symphony Korea API or any part or modification thereof. Licensee is not permitted to use the Rakuten Symphony Korea API in any manner that does or could potentially undermine the security of the Rakuten Symphony Korea Application, the Rakuten Symphony Korea API or any other data or information stored or transmitted using the Rakuten Symphony Korea Application. In addition, Licensee shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Rakuten Symphony Korea Application or the Rakuten Symphony Korea API.</li> <li>Licensee acknowledges that Licensee is solely responsible, and that Rakuten Symphony Korea has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Licensee Applications. Without limiting the foregoing, Licensee will be solely responsible for (i) the technical installation and operation of its Licensee Applications. (ii) creating and displaying information and content on, through or within its Licensee Applications. (iii) ensuring that its Licensee Applications do not violate or infringe the Intellectual Property Rights of any third party. (iv) ensuring that Licensee Applications are not offensive, profane, obscene, libelous or otherwise illegal. (v) ensuring that its Licensee Applications do not contain or introduce Malicious Software into its services, the Rakuten Symphony Korea API and Rakuten Symphony Korea Application. and (vi) ensuring that its Licensee Applications are not designed to or utilized for the purpose of spamming any its users.</li> <li>Licensee will respect and comply with the technical and policy-implemented limitations of the Rakuten Symphony Korea API and the restrictions of this Agreement in designing and implementing Licensee Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing the Rakuten Symphony Korea API.</li> <li>Licensee shall not make any modifications to any Rakuten Symphony Korea API, other than as reasonably necessary to modify the formatting of such Rakuten Symphony Korea API in order to display, incorporate, reference, or otherwise utilize it in a manner appropriate for the pertinent Licensee Applications.</li> <li>In order to Publish and maintain a Paid Licensee Application on the Application Marketplace, Licensee must (i) submit such Licensee Application to Rakuten Symphony Korea for approval and listing as a Paid Licensee Application prior to submitting such Licensee Application to the applicable Marketplace. (ii) sign up and register for an account with Rakuten Symphony Korea or its designee under the terms communicated to Licensee by Rakuten Symphony Korea or its designee. (iii) maintain a relevant terms of service and privacy policy to govern end-users’ use of such Paid Licensee Application. and (iv) provide ongoing commercially reasonable support to users of the Paid Licensee Application.</li> </ol> 4. Representations, Warranties and Covenants <ol> <li>Licensee represents, warrants and covenants that: (i) its Licensee Applications and Licensee Marks, the use of such Licensee Applications by its users, and the activities with respect to such Licsensee Applications and Licensee Marks undertaken by Rakuten Symphony Korea in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party. (ii) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Licensee Applications. and (iii) its Licensee Applications do not and will not contain or introduce into the Rakuten Symphony Korea Application, Rakuten Symphony Korea Service, or the Rakuten Symphony Korea API, any Malicious Software. (vi) its Licensee Applications are not designed to or utilized for the purpose of spamming any users. (vi) it has all right, power and authority to grant the licenses granted to Rakuten Symphony Korea herein. and (vii) it acknowledges Rakuten Symphony Korea’s right to charge transaction and/or listing fees as provided in Section 8 herein.</li> <li>System Requirement. Licensee represents and warrants that Licensee Application will meet the following system requirements:<ul> <li> Android: Android 4.0 or later.</li> <li> iOS: iOS 8.0 or later, compatible with iPhone, iPad and iPod touch.</li> <li> Windows Phone: 8.1 or later.</li> <li> Amazon Kindle: Android 4.0 or later.</li> <li> Windows(PC): Windows Vista, Windows 7, Windows 8 - Designed for Desktop and Laptop.</li> <li> Windows 8(Tablet): Windows 8.1- Designed for Surface PRO.</li> <li> macOS: macOS 10.9 or later.</li> <li> Linux: debian 8.0 (Jessie) or later / ubuntu 14.04 (Trusty) or later.</li> <li> Chrome App: Chrome 35 or later.</li> <li> Web: Chrome, Safari, Firefox, IE 10 or later.</li> </ul> </li> <li>Licensee represents, warrants and covenants that it will include the mandatory terms of service provisions listed below (“Mandatory Service Terms”) in the terms of service (“App Terms of Service”) that govern use of its Apps by users of its Licensee Applications. Such Mandatory Service Terms are a minimum set of provisions and Licensee may have more exhaustive App Terms of Service. Licensee may change the term references to match the terms used in its App Terms of Service. Mandatory Service Terms: <ul> <li>The Licensee is the licensor of the Licensee Application and Rakuten Symphony Korea is not a party to the App Terms of Service.</li> <li>Except as otherwise limited by any App Terms of Service imposed or required by the Licensee, Licensee grants You a perpetual, worldwide, non-exclusive, non-transferable and non-sublicensable license to access, deploy, use and integrate the Licensee Application in connection with Your use of Licensee Application.</li> <li>Any information that Licensee collects, stores and processes from You or the systems You use to access or deploy the Licensee Application, including Your Data, will be subject to the App Terms of Service, privacy notice, or similar terms that the Licensor provides to You, and will not be subject to the Rakuten Symphony Korea Privacy Policy.</li> <li>You may not modify, reverse engineer, decompile or disassemble the Licensee Application in whole or in part, or create any derivative works from or sublicense any rights in the Licensee Application, unless otherwise expressly authorized in writing by Licensor.</li> <li>Each of You and the Licensor shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know- how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to You to use the Licensee Application under these App Terms of Service do not convey any additional rights in the Licensee Application or Licensor Service, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Licensee Application as expressly stated herein, all rights, title and interest in and to the Licensee Application and all hardware, software and other components of or used to provide the Licensee Application, including all related IP Rights, will remain with and belong exclusively to the Licensor. Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Licensee Application or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.</li> </ul> </li> </ol> 5. Modifications Licensee acknowledges and agrees that Rakuten Symphony Korea may modify this Agreement, the Service, the Rakuten Symphony Korea API, the General API Policies, Rakuten Symphony Korea Privacy Policy, and the Terms from time to time (a “Modification”). Licensee will be notified of a Modification to this Agreement, the Rakuten Symphony Korea API or the General API Policies through notifications or posts on the Rakuten Symphony Korea website. All other Modifications shall be communicated through the Rakuten Symphony Korea website at www.Rakuten Symphony Korea.com or through a form of direct communication from Rakuten Symphony Korea to Licensee such as email. Licensee further acknowledges and agrees that such Modifications may be implemented at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the “Conformance Period”) comply with such modification(s) by implementing and using the most current version of the Rakuten Symphony Korea API and making any changes to Licensee Applications that may be required as a result of such Modification(s). Licensee acknowledges that a Modification may have an adverse effect on Licensee Applications, including but not limited to changing the manner in which Licensee Applications communicate with the Rakuten Symphony Korea API and display or transmit Account Data. Rakuten Symphony Korea shall have no liability of any kind to Licensee or any user of Licensee’s Applications with respect to such Modifications or any adverse effects resulting from such Modifications. Licensee’s continued access to or use of Rakuten Symphony Korea API following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue. 6. Ownership Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Rakuten Symphony Korea any of Licensee’s Intellectual Property Rights in its Rakuten Symphony Korea Applications or Licensee’s Marks or other technology, and nothing in this Agreement transfers or assigns to Licensee any of Rakuten Symphony Korea’s Intellectual Property Rights in the Service, the Rakuten Symphony Korea API, the Rakuten Symphony Korea Marks, or Rakuten Symphony Korea’s other technology or the respective Intellectual Property Rights in any data of Rakuten Symphony Korea or its users. 7. Support This Agreement does not entitle Licensee to any support for the Rakuten Symphony Korea API, unless Licensee makes separate arrangements with Rakuten Symphony Korea for such support. Licensee is solely responsible for providing all support and technical assistance to End-Users of its Licensee Applications who access, deploy and/or purchase its Licensee Applications. Licensee acknowledges and agrees that Rakuten Symphony Korea has no obligation to provide support or technical assistance to the users of Licensee Applications and Licensee shall not represent to any such users that Rakuten Symphony Korea is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to users of its Licensee Applications. 8. Fees The fee for the license granted by Rakuten Symphony Korea to Licensee is free until further notified otherwise subject to Rakuten Symphony Korea’s right to modify the terms of fees and pricing from time to time within its sole discretion pursuant to the terms of Paragraph 5, “Modification”. Without limiting the generality of the foregoing, Rakuten Symphony Korea will notify in advance Licensees of the timing and the pricing method and structure by email notifications and website posting. 9. Confidentiality Licensee may from time to time, gain access to Confidential Information. Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein. Licensee may not disclose Confidential Information to a third party without the prior express consent of Rakuten Symphony Korea, provided in writing or by email. Without limiting any other obligation of Licensee under this Agreement, Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. 10. Disclaimer of Warranties ALL ASPECTS OF THE SERVICE AND THE RAKUTEN SYMPHONY KOREA API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND RAKUTEN SYMPHONY KOREA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT RAKUTEN SYMPHONY KOREA DOES NOT WARRANT THAT THE SERVICE OR RAKUTEN SYMPHONY KOREA API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM RAKUTEN SYMPHONY KOREA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 11. Limitation of Liability <ol> <li>UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL RAKUTEN SYMPHONY KOREA, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER RAKUTEN SYMPHONY KOREA HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.</li> <li>NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, RAKUTEN SYMPHONY KOREA’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.</li> <li>Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS, RAKUTEN SYMPHONY KOREA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 11 will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.</li> </ol> 12. Indemnification Licensee will indemnify and hold Rakuten Symphony Korea harmless against any claim brought by a third party against Rakuten Symphony Korea arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by Licensee or any matter which Licensee has expressly agreed to be responsible pursuant to this Agreement. 13. Term and Termination This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 13. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Rakuten Symphony Korea, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Rakuten Symphony Korea that such actions have occurred. Sections 3, 4, 6, and 8-16 shall survive termination of this Agreement. 14. Assignment. Entire agreement. Revisions <ol> <li>Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Licensee’s rights under this Agreement or delegate performance of Licensee’s duties under this Agreement without Rakuten Symphony Korea’s prior consent, which consent will not be unreasonably withheld. Rakuten Symphony Korea may, without Licensee’s consent, assign this Agreement to any affiliate or in connection with any merger or change of control of Rakuten Symphony Korea or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.</li> <li>This Agreement, together with the Terms of Service related to Licensee’s subscription to the Service by and between Licensee and Rakuten Symphony Korea, the Rakuten Symphony Korea Privacy Policy and other documents and instruments referenced herein, constitute the entire agreement among the parties with respect to the subject matter of this Agreement. Either party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.</li> </ol> 15. Severability If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 16. Relationship of The Parties The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. 17. Notice All notices to be provided by Rakuten Symphony Korea to Licensee under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (Courier) or email to the contact mailing address provided by Licensee to Rakuten Symphony Korea. or (ii) electronic mail to the electronic mail address provided for the Account owner related to your subscription to the Service. Licensee must give notice to Rakuten Symphony Korea in writing by Courier or Email to the following address: Rakuten Symphony Korea, Inc., 5F, 28, Hyoryeong-ro 77-gil, Seocho-gu, Seoul, Republic of Korea | contact@estmob.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. 18. Service of Summons. Governing Law Licensee agrees that Rakuten Symphony Korea may serve legal documents including summons or notice of legal proceedings by way of email and courier delivery (“Expedited Service”), in the event that Licensee resides outside of HQ Country. Licensee acknowledges that Licensee prefers Expedited Service to alternative service and delivery of legal documents and that by agreeing to Expedited Service it is likely to be better noticed of such proceedings. This Agreement shall further be governed by the laws of HQ Country without regard to conflict of laws principles. Licensee hereby expressly agrees to submit to the exclusive personal jurisdiction of HQ Country for the purpose of resolving any dispute relating to this Agreement. Any and all disputes arising out of this Agreement shall be brought before a court within the district where Rakuten Symphony Korea is located. Licensee further agrees to waive any defense based on lack of personal jurisdiction, inconvenient forum, venue, or other similar principles. Licensee further agrees that a judgment entered by a court of HQ Country is enforceable in the country of Licensee’s residence. “HQ Country” is the state where Rakuten Symphony Korea designates as the place of its headquarter at any time during a controversy exists between Rakuten Symphony Korea and Licensee. provided that Rakuten Symphony Korea may re-designate it from time to time within its sole discretion by noticing Licensee of such change(s) and appropriate government agency, if required. 19. Remedies. Attorney’s Fees A party may seek injunctive reliefs in addition to any legal remedies, including temporary protective orders and affirmative injunctive orders. The prevailing party in any dispute, proceeding, and/or action is entitled to reasonable attorney’s fees as well as related expenses and costs. is not a party to the App Terms of Service.</li> <li>Except as otherwise limited by any App Terms of Service imposed or required by the Licensee, Licensee grants You a perpetual, worldwide, non-exclusive, non-transferable and non-sublicensable license to access, deploy, use and integrate the Licensee Application in connection with Your use of Licensee Application.</li> <li>Any information that Licensee collects, stores and processes from You or the systems You use to access or deploy the Licensee Application, including Your Data, will be subject to the App Terms of Service, privacy notice, or similar terms that the Licensor provides to You, and will not be subject to the Rakuten Symphony Korea Privacy Policy.</li> <li>You may not modify, reverse engineer, decompile or disassemble the Licensee Application in whole or in part, or create any derivative works from or sublicense any rights in the Licensee Application, unless otherwise expressly authorized in writing by Licensor.</li> <li>Each of You and the Licensor shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know- how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to You to use the Licensee Application under these App Terms of Service do not convey any additional rights in the Licensee Application or Licensor Service, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Licensee Application as expressly stated herein, all rights, title and interest in and to the Licensee Application and all hardware, software and other components of or used to provide the Licensee Application, including all related IP Rights, will remain with and belong exclusively to the Licensor. Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Licensee Application or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.</li> </ul> </li> </ol> 5. Modifications Licensee acknowledges and agrees that Rakuten Symphony Korea may modify this Agreement, the Service, the Rakuten Symphony Korea API, the General API Policies, Rakuten Symphony Korea Privacy Policy, and the Terms from time to time (a “Modification”). Licensee will be notified of a Modification to this Agreement, the Rakuten Symphony Korea API or the General API Policies through notifications or posts on the Rakuten Symphony Korea website. All other Modifications shall be communicated through the Rakuten Symphony Korea website at www.Rakuten Symphony Korea.com or through a form of direct communication from Rakuten Symphony Korea to Licensee such as email. Licensee further acknowledges and agrees that such Modifications may be implemented at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the “Conformance Period”) comply with such modification(s) by implementing and using the most current version of the Rakuten Symphony Korea API and making any changes to Licensee Applications that may be required as a result of such Modification(s). Licensee acknowledges that a Modification may have an adverse effect on Licensee Applications, including but not limited to changing the manner in which Licensee Applications communicate with the Rakuten Symphony Korea API and display or transmit Account Data. Rakuten Symphony Korea shall have no liability of any kind to Licensee or any user of Licensee’s Applications with respect to such Modifications or any adverse effects resulting from such Modifications. Licensee’s continued access to or use of Rakuten Symphony Korea API following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue. 6. Ownership Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Rakuten Symphony Korea any of Licensee’s Intellectual Property Rights in its Rakuten Symphony Korea Applications or Licensee’s Marks or other technology, and nothing in this Agreement transfers or assigns to Licensee any of Rakuten Symphony Korea’s Intellectual Property Rights in the Service, the Rakuten Symphony Korea API, the Rakuten Symphony Korea Marks, or Rakuten Symphony Korea’s other technology or the respective Intellectual Property Rights in any data of Rakuten Symphony Korea or its users. 7. Support This Agreement does not entitle Licensee to any support for the Rakuten Symphony Korea API, unless Licensee makes separate arrangements with Rakuten Symphony Korea for such support. Licensee is solely responsible for providing all support and technical assistance to End-Users of its Licensee Applications who access, deploy and/or purchase its Licensee Applications. Licensee acknowledges and agrees that Rakuten Symphony Korea has no obligation to provide support or technical assistance to the users of Licensee Applications and Licensee shall not represent to any such users that Rakuten Symphony Korea is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to users of its Licensee Applications. 8. Fees The fee for the license granted by Rakuten Symphony Korea to Licensee is free until further notified otherwise subject to Rakuten Symphony Korea’s right to modify the terms of fees and pricing from time to time within its sole discretion pursuant to the terms of Paragraph 5, “Modification”. Without limiting the generality of the foregoing, Rakuten Symphony Korea will notify in advance Licensees of the timing and the pricing method and structure by email notifications and website posting. 9. Confidentiality Licensee may from time to time, gain access to Confidential Information. Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein. Licensee may not disclose Confidential Information to a third party without the prior express consent of Rakuten Symphony Korea, provided in writing or by email. Without limiting any other obligation of Licensee under this Agreement, Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. 10. Disclaimer of Warranties ALL ASPECTS OF THE SERVICE AND THE RAKUTEN SYMPHONY KOREA API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND RAKUTEN SYMPHONY KOREA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT RAKUTEN SYMPHONY KOREA DOES NOT WARRANT THAT THE SERVICE OR RAKUTEN SYMPHONY KOREA API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM RAKUTEN SYMPHONY KOREA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 11. Limitation of Liability <ol> <li>UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL RAKUTEN SYMPHONY KOREA, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER RAKUTEN SYMPHONY KOREA HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.</li> <li>NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, RAKUTEN SYMPHONY KOREA’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.</li> <li>Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS, RAKUTEN SYMPHONY KOREA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 11 will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.</li> </ol> 12. Indemnification Licensee will indemnify and hold Rakuten Symphony Korea harmless against any claim brought by a third party against Rakuten Symphony Korea arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by Licensee or any matter which Licensee has expressly agreed to be responsible pursuant to this Agreement. 13. Term and Termination This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 13. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Rakuten Symphony Korea, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Rakuten Symphony Korea that such actions have occurred. Sections 3, 4, 6, and 8-16 shall survive termination of this Agreement. 14. Assignment. Entire agreement. Revisions <ol> <li>Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Licensee’s rights under this Agreement or delegate performance of Licensee’s duties under this Agreement without Rakuten Symphony Korea’s prior consent, which consent will not be unreasonably withheld. Rakuten Symphony Korea may, without Licensee’s consent, assign this Agreement to any affiliate or in connection with any merger or change of control of Rakuten Symphony Korea or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.</li> <li>This Agreement, together with the Terms of Service related to Licensee’s subscription to the Service by and between Licensee and Rakuten Symphony Korea, the Rakuten Symphony Korea Privacy Policy and other documents and instruments referenced herein, constitute the entire agreement among the parties with respect to the subject matter of this Agreement. Either party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.</li> </ol> 15. Severability If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 16. Relationship of The Parties The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. 17. Notice All notices to be provided by Rakuten Symphony Korea to Licensee under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (Courier) or email to the contact mailing address provided by Licensee to Rakuten Symphony Korea. or (ii) electronic mail to the electronic mail address provided for the Account owner related to your subscription to the Service. Licensee must give notice to Rakuten Symphony Korea in writing by Courier or Email to the following address: Rakuten Symphony Korea, Inc., 5F, 28, Hyoryeong-ro 77-gil, Seocho-gu, Seoul, Republic of Korea | contact@estmob.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. 18. Service of Summons. Governing Law Licensee agrees that Rakuten Symphony Korea may serve legal documents including summons or notice of legal proceedings by way of email and courier delivery (“Expedited Service”), in the event that Licensee resides outside of HQ Country. Licensee acknowledges that Licensee prefers Expedited Service to alternative service and delivery of legal documents and that by agreeing to Expedited Service it is likely to be better noticed of such proceedings. This Agreement shall further be governed by the laws of HQ Country without regard to conflict of laws principles. Licensee hereby expressly agrees to submit to the exclusive personal jurisdiction of HQ Country for the purpose of resolving any dispute relating to this Agreement. Any and all disputes arising out of this Agreement shall be brought before a court within the district where Rakuten Symphony Korea is located. Licensee further agrees to waive any defense based on lack of personal jurisdiction, inconvenient forum, venue, or other similar principles. Licensee further agrees that a judgment entered by a court of HQ Country is enforceable in the country of Licensee’s residence. “HQ Country” is the state where Rakuten Symphony Korea designates as the place of its headquarter at any time during a controversy exists between Rakuten Symphony Korea and Licensee. provided that Rakuten Symphony Korea may re-designate it from time to time within its sole discretion by noticing Licensee of such change(s) and appropriate government agency, if required. 19. Remedies. Attorney’s Fees A party may seek injunctive reliefs in addition to any legal remedies, including temporary protective orders and affirmative injunctive orders. The prevailing party in any dispute, proceeding, and/or action is entitled to reasonable attorney’s fees as well as related expenses and costs.Your browser is not supported. 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