NAONWORKS Software End User License Agreement

This Software License Agreement (this “Agreement”) is a legal agreement by and between Customer and NAONWORKS, Co., Ltd. (“NAONWORKS”) with regard to the use of the software as defined below (“NAONWORKS Software”).

If you do not agree to be bound by this Agreement, you shall not install, copy, or use NAONWORKS Software.

1.          Definitions

1.1        “NAONWORKS Software” means the software that NAONWORKS develops or produces and holds rights such as copyright, ownership rights, etc. NAONWORKS Software may include computer software, any media, printed materials, and online or electronic documents, including but not limited to, any and all executable files, additional functions, user manual, help files, and other files accompanying NAONWORKS Software.

1.2       “Computer” means information processors such as server computers, user computers, etc. that can transmit and receive information through connection with communication networks.

1.3       "Appliance" means products that NAONWORKS sells to customers as a separate form of products produced by installing NAONWORKS Software in hardware equipment.

1.4       "Use" refers to any and all acts of using NAONWORKS Software such as storing, installing, displaying, or executing NAONWORKS Software in the main or auxiliary memory of Computer, CD-ROM, or other storage devices.

1.5       "Supplier" means a person or entity, such as distributors or resellers, who entered into a business partnership agreement with NAONWORKS with regard to the sales of NAONWORKS Software or has been officially authorized by NAONWORKS to sell NAONWORKS Software.

1.6       "Customer" or "you" refers to a group or an individual that has entered into this Agreement with NAONWORKS or the Supplier for the license to use NAONWORKS Software (the "Purchase Agreement").

1.7        "Commercial Product" refers to NAONWORKS Software that NAONWORKS or the Supplier sells with charges.

1.8       "Free Product" refers to NAONWORKS Software that NAONWORKS or the Supplier provides free of charge.

2.         Software License

2.1       Restricted License: Subject to your consent to the terms and conditions of this Agreement, NAONWORKS grants the non-exclusive and non-transferable license to use NAONWORKS Software during the term of the license (in case of Commercial Product, the term set forth in Purchase Agreement and, in case of Free Product, the term during which NAONWORKS Software is available for free).

2.2       Scope of License: If you are a purchaser of a Commercial Product, you may install and use as many copies of NAONWORKS Software as you have agreed to use under the license from NAONWORKS or the Supplier. If you (i) execute the process of configuration or installation of this Software in a physical and/or virtual environment or (ii) make all or part of the existing instance run on a separate memory through, for example, copying or being referred to, such actions constitute the creation of an instance. Since each physical and/or virtual instance executed by NAONWORKS Software is deemed to be the use of one (1) NAONWORKS Software respectively, you have to be granted one license per instance, and shall not use NAONWORKS Software in excess of the number permitted under the license.

2.3       License Term: If you are a purchaser of a Commercial Product, your license to use NAONWORKS Software will terminate upon expiration of the license term under the Purchase Agreement. Upon the expiration of the license term, you must immediately stop using NAONWORKS Software and destroy NAONWORKS Software and all copies you made thereof.

2.4       License of Upgrade Version.: If you use NAONWORKS Software by upgrading the earlier version of NAONWORKS Software, you may not transfer, rent, or sell the earlier version, and if any program or ancillary file not included in the upgraded version of NAONWORKS Software is in the earlier version, you may continue to use such program or ancillary file, provided that the same shall apply to the Customers who have been using the earlier version and purchased a new version.

3.         Restrictions on the Use of Software

3.1       No Assignment: You shall not assign or provide as security the license to use NAONWORKS Software or the contractual status related to the right to use NAONWORKS Software to any third party without the prior written consent of NAONWORKS. In an exceptional case where you assign or provide as security your right related to NAONWORKS Software, you shall not possess any copy of NAONWORKS Software, and deliver the assignee all materials related to NAONWORKS Software, including but not limited to this Agreement, product number, the media, printed materials, manuals, upgraded version, and the assignee shall agree upon all terms and conditions of this Agreement. In any case, you shall not assign any part of your rights under this Agreement separately from the remaining part. You shall be responsible for all matters arising out of breach of this Clause and NAONWORKS shall have no responsibility for such matters.

4.         Intellectual Property Rights

4.1       Intellectual Property Rights: NAONWORKS Software is protected by the Copyright Act and other intellectual property rights-related laws and international treaties on copyright. You are only granted the non-exclusive license to use NAONWORKS Software, and NAONWORKS retains all patents, copyrights, and other intellectual property rights to NAONWORKS Software (the "Intellectual Property Rights"). Therefore, the Intellectual Property Rights to NAONWORKS Software will not be transferred to you by your installation or other use of NAONWORKS Software, and the license under this Agreement will not be construed as a transfer or sale of the Intellectual Property Rights to NAONWORKS Software. All rights to NAONWORKS Software are reserved by NAONWORKS.

4.2       Prohibition on Infringement: In principle, you are prohibited from engaging in any infringement of NAONWORKS’s Intellectual Property Rights to NAONWORKS Software, or from creating derivative works of NAONWORKS Software. You are also prohibited from removing any information on rights such as proprietary notices, marks,  or labels from NAONWORKS Software. Except as expressly authorized under this Agreement, you may not reverse engineer, decompile, and disassemble NAONWORKS Software, and without the prior written consent of NAONWORKS, you may not translate, re-distribute, re-transmit, publish, sell, rent, lease, trade, resell, pledge, mortgage, transfer, revise, modify or expand all or any part of NAONWORKS Software. Any copying or re-distribution of NAONWORKS Software in violation of this Agreement may constitute an infringement of the copyright and will be therefore subject to civil and criminal liabilities.

5.         Open-Source Software

5.1       Use of Open-Source Software:  Software may include a specific software or library using open-source software. In this case, the license to the open-source software shall be granted to you in accordance with the terms and conditions of the applicable proprietary license.

5.2       Terms of Open-Source Software License: You can find the details of the terms and conditions of the individual open-source software license and related documents, other data, and an indication of copyright, in the open-source notice pages available on the NAONWORKS software. Such terms and conditions may be changed by the licensors without separate notice. In case there is any conflict between the terms and conditions of open-source software and provisions of this Agreement, the terms and conditions of the open-source license shall prevail.

5.3       No Warranty for Open-Source Software: The open-source software is distributed in the expectation that it will be useful to Customers. Nevertheless, we do not provide a warranty in any form of express or implied warranty on whether it is fit for a specific purpose or that it can be used for sale. The licensor of such licenses, NAONWORKS, and the Supplier shall not be liable for any and all losses arising out of your use of the open-source software to the maximum extent as permitted by the applicable laws, regardless of whether they have knowledge in advance about any possible losses.

6.         Limited Warranty; Exclusive Remedies; and Limitation of Liability

6.1       Disclaimer of Warranty: You shall bear any and all risks related to the use, performance, and customer service of NAONWORKS Software (including your negligent engine updates). NAONWORKS and/or the Supplier hereby disclaim any warranties, including the warranties of merchantability, fitness for a particular purpose, implied warranty of intellectual property rights, or non-infringement, whether express or implied, to the maximum extent permitted by the applicable laws. NAONWORKS does not warrant that the features of NAONWORKS Software will satisfy your demands or that while you are using NAONWORKS Software, there will be no temporary interruptions or errors to the use of the Computer, and disclaim all of such other warranties as may be excluded to the extent permitted by the applicable laws. NAONWORKS will not be responsible for any matters arising out of any Computer hardware manufactured after the date of production of NAONWORKS Software or any change in the Computer operating system, nor for any loss or damage caused by viruses or harmful programs discovered after the release of NAONWORKS Software or after the service for earlier versions of NAONWORKS Software has been discontinued due to the release of an upgraded or new version of NAONWORKS Software.

6.2       Exclusive Remedies: The entire responsibility of NAONWORKS and your exclusive remedy with regard to NAONWORKS Software shall, at NAONWORKS’s sole discretion, be limited to one of the following: (i) replacement of the defective NAONWORKS Software, (ii) repair of NAONWORKS Software that does not meet the limited warranty of NAONWORKS; provided that you are entitled to the remedy by delivering a certificate of purchase to NAONWORKS within the warranty period.

6.3       Limitation of Liability: Whether or not the remedies set forth in this Agreement have achieved their purpose, NAONWORKS and/or the Supplier, to the maximum extent permitted by the applicable laws, shall not be liable for any damages or losses (including consequential, incidental, indirect, special, economic, punitive damages or other similar damages, including, without limitation, damages or losses relating to the loss of profits, loss of business opportunity, business interruption, damage to goodwill, shutdown or malfunction of hardware, loss of business information or other commercial or pecuniary loss) resulting from the use of or inability to use NAONWORKS Software, provision of customer services or failure thereof, except as expressly specified in this Agreement.

7.         Termination

7.1        Termination: You may terminate this Agreement at any time by permanently destroying NAONWORKS Software. This Agreement will be automatically terminated if you copy or reproduce NAONWORKS Software without permission. If this Agreement is terminated, you will be required to permanently destroy NAONWORKS Software and all copies of NAONWORKS Software that you have made thereof. No part of any amount paid by you for the license to use NAONWORKS Software shall be refunded if this Agreement is terminated due to any cause attributable to you.

8.         General Provisions

8.1       Entire Agreement: This Agreement constitutes the entire agreement between you and NAONWORKS with respect to the subject matter of this Agreement, and supersedes all agreements, understandings, representations, advertisements, and notices, whether oral or in writing, made before the execution of this Agreement with respect to the subject matters of this Agreement.

8.2      Amendment: NAONWORKS may amend this Agreement at any time if necessary due to amendments to the applicable laws and regulations or changes in the software. In this case, NAONWORKS will update the NAONWORKS Software License Agreement posted on its website and notify you of the updated Agreement using the contact information provided by you, which will give you an opportunity to review and accept or reject the updated Agreement within the period designated below:

a)     If you are a purchaser of Commercial Product: Upon your extension or renewal of the existing Purchase Agreement, you will be deemed to have accepted the amendment to this Agreement, and the updated Agreement will apply from the time of renewal. If you do not agree to the updated Agreement, the Agreement will terminate upon expiration of the contractual term and you must reject the updated Agreement by removing NAONWORKS Software and seizing to use of all related services.

b)     If you are a user of Free Product: If you continue to use NAONWORKS Software after the notification as set forth in this Clause, you will be deemed to have accepted the amendment to this Agreement. If you do not agree to the updated Agreement, you must stop all access and use of NAONWORKS Software and remove it from your Computer.

8.3      Severability: If any provision of this Agreement is invalid or unenforceable, such provision shall not invalidate the remaining provisions hereof.

8.4      Language: This Agreement has been originally written in Korean. NAONWORKS may provide you with translation versions hereof in one or more languages for your convenience; provided that in the case of conflict or inconsistency between the different language versions, the Korean version shall prevail.

8.5       Governing Law and Jurisdiction: Any dispute arising between you and NAONWORKS from the use of NAONWORKS Software shall be governed by the laws of Korea, and if you and NAONWORKS fail to resolve the dispute through amicable agreement, it shall be brought to Seoul Central District Court of Korea as the exclusive court of the first instance.

8.6      Contact Information: If you have any inquiries in connection with this Agreement, please contact NAONWORKS at the following contact information in the territory where you purchased NAONWORKS Software.

•        Korea: TEL(+82-2-2025-1630), FAX(+82-2-2025-1620), E-mail(sales@naonworks.com), Address: 711, (Guro-dong, Byeoksan Digital Valley 3), 271, Digital-ro, Guro-gu, Seoul, South Korea (Zip Code: 08381)

9.         Special Terms and Conditions (for NAONWORKS Software included in the Appliance)

9.1       Application of Special Terms and Conditions: The following special terms and conditions apply to a certain kind, function, or type of NAONWORKS Software. In case there is any conflict between these special terms and conditions and the remaining provisions of this Agreement, these special terms and conditions shall prevail.

9.2       If you are a purchaser of the Appliance, you are granted the perpetual/royalty-free license to use NAONWORKS Software included in the Appliance; provided that the license covers only the version of NAONWORKS Software at the time of your purchase, and the license to use an upgraded version thereafter will be granted only if you purchase a separate maintenance and repair service.

9.3       NAONWORKS Software included in the Appliance provides automatic or manual updates with your consent.

9.4       The original contractor's standards apply to the terms of the contract, such as the right to use accessories or optional items other than this product.

NAONWORKS SW EULA 1.1.0