TERMS OF SERVICE

LAST UPDATED: 11/02/2022

These Terms of Service (the “Terms”, or “Terms of Service”) are an agreement between you and Clesson Co., Ltd. (“CLESSON,” “we,” “us,” “our”). They govern your access and use of the websites, [mobile apps,] and other services that we provide (collectively, our “Services”).

Please review these Terms carefully before using the Services. We may change the Terms at any time in our sole discretion consistent with applicable law. We will notify you (including by posting the updated Terms on the Services) of changes to these Terms. By continuing to use the Services, you accept such changes to the Terms, which will take effect at the time they are posted or as otherwise required by applicable law.

At CLESSON, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

PLEASE NOTE THAT SECTION X CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US.

YOU CONSENT TO ENTERING INTO THESE TERMS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS IN ELECTRONIC FORM.

1. ACCESS AND USE OF THE SERVICE

   1. Use Description: The CLESSON service, and any content viewed through our service, is solely for your personal and non-commercial use. With your CLESSON purchase we grant you a limited, non-exclusive, non-transferable, license to access the CLESSON content and view your course(s) through the service on a streaming-only basis for that purpose. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, create derivative works from or adapt, sell, rent, lease, sublicense, or otherwise transfer or make available the Services or any portion thereof. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the service for public performances. CLESSON may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.

   2. Account Registration: Some of our Services require you to create an account with us. If you are not signed into your account, you might not be able to access some portions or features of the Services. When creating an account, you will provide only accurate and complete information, and promptly update this information. Registration data and certain other information about you are governed by our Privacy Policy. You may never use another's account, and you may not provide another person with the username and password to access your account. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify CLESSON of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. CLESSON will not be liable for any loss or damage arising from your failure to comply with this Section.

   3. Eligibility. You represent that you are not a person barred from receiving the Services under applicable law. You also represent that you either are over the age of majority in your country or, consistent with applicable law, use the Services only with the permission and under the supervision of a parent or legal guardian that has reviewed and agreed to these Terms. Children (as defined under applicable law) may not register for an account and may not provide any personal information to CLESSON or others through the Services.

   4. Modifications to Service: CLESSON reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that CLESSON will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law.

   5. General Practices Regarding Use and Storage: You acknowledge that CLESSON may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on CLESSON’s servers on your behalf. You agree that CLESSON has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that CLESSON reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that CLESSON reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

   6. Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your CLESSON account information to ensure that your messages are not sent to the person that acquires your old number.

   7. Paid Services from CLESSON: CLESSON offers paid Services for a fee. You are responsible for paying all fees charged by or for CLESSON and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and CLESSON reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.

Refunds may be available for paid Service as described in our Refund Policy.

8. Cross-border Transfers: By accepting these Terms you understand and agree that performance of these Terms and provision of the Services may require transfer of the information that we collect from your country to other countries, which may not provide the same level of protection as the European Union/European Economic Area or your home country.

1. CONDITIONS OF USE

   1. User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“User Content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. CLESSON reserves the right to investigate and take appropriate legal action against anyone who, in CLESSON's sole discretion, violates this provision, including without limitation, removing the offending User Content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

• email or otherwise upload any User Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of CLESSON, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose CLESSON or its users to any harm or liability of any type;

• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

• violate any applicable local, state, national or international law, or any regulations having the force of law;

• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18;

• harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

• further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

• obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

2. Fees: To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide CLESSON information regarding your credit card or other payment instrument. You represent and warrant to CLESSON that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay CLESSON the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Terms of Service. You hereby authorize CLESSON to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let CLESSON know within [sixty (60) days] after the date that CLESSON charges you. We reserve the right to change CLESSON's prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on CLESSON's net income.

3. Recurring Subscriptions: If you select a Service with an auto renewal feature (“Recurring Subscription”), you authorize CLESSON to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that CLESSON is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, CLESSON, may, in its sole discretion: (i) bill you for your Service and suspend your access to the Service until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

CLESSON may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your Recurring Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.

You may cancel a Recurring Subscription at any time. Following any cancellation, you will continue to have access to the service through the end of your current subscription period.

• If you subscribed via iTunes on your Apple mobile device, you can cancel by going to your Account Settings in the App Store. You can find Subscriptions in the Settings app on your device under iTunes & App Store, and then select your Apple ID.

• If you subscribed via the Google Play Store on your Android mobile device, you can cancel by opening the Google Play Store and selecting Menu Subscription. You can select the subscription you want to cancel or update and then follow the onscreen instructions.

• If you subscribed on our website, you can cancel by Contact Us or by going to Settings in your account, selecting Cancel under the Subscription box and then following the onscreen instructions to continue and cancel subscription.

Refunds may be available for paid Services as described in our Refund Policy.

4. Credits: At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

5. Special Notice for International Use;Export Controls: You will abide by all applicable export laws and regulations when using the Service. The Services, or any part thereof, may not be downloaded or otherwise exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or subject to EU or EU member state financial or other sanctions. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

6. Commercial Use: Unless otherwise expressly authorized herein or by CLESSON in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

3. INTELLECTUAL PROPERTY RIGHTS

   1. Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by CLESSON, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined above) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by CLESSON from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Clesson, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by CLESSON.

The CLESSON name and logos are trademarks and service marks of CLESSON (collectively the “CLESSON Trademarks”). Other trademarks, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to CLESSON. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of CLESSON Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of CLESSON Trademarks will inure to our exclusive benefit.

2. Third Party Material: Under no circumstances will CLESSON be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that CLESSON does not pre-screen content, but that CLESSON and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, CLESSON and its designees will have the right to remove any content that violates these Terms of Service or is deemed by CLESSON, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

3. User Content Transmitted: Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant CLESSON, its affiliated companies and partners (including but not limited to CLESSON instructors, practitioners and other third parties providing instructional information through the Services, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Service (“Submissions”), provided by you to CLESSON, its affiliated companies or partners are non-confidential and CLESSON, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that CLESSON may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of CLESSON, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4. Copyright Complaints: CLESSON respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify CLESSON of your infringement claim in accordance with the procedure set forth below.

You may also contact us by mail at:
CLESSON
(04521) 1401-ho, 14F, 40, Cheonggyecheon-ro, Jung-gu, Seoul, Republic of Korea

To be effective, the notification must be in writing and contain the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

5. Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the court located within Seoul Central District of Korea and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, CLESSON will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in [ten (10)] business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in [ten (10) to fourteen 14] business days or more after receipt of the counter-notice, at our sole discretion.

6. Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act(“DMCA”) and other applicable law, CLESSON has adopted a policy of terminating, in appropriate circumstances and at CLESSON's sole discretion, users who are deemed to be repeat infringers. CLESSON may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

4. THIRD-PARTY SERVICES, CONTENT, AND NETWORKS

The Services may be made available to you through third-party services, such as Apple iTunes or Google Play, and may link to or include third-party services or content (including without limitation User Content posted in forums). We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such third-party services or content. These third parties may require you to install additional software, register for additional accounts, agree to additional terms and conditions, or take other actions before using the Services. Use of any third-party services or content is at your own risk and is subject to the third party’s terms and conditions. Under no circumstances will CLESSON be responsible or liable in connection with your reliance on or use of third-party services or content.

When using our Services, your device may connect to or utilize third-party networks, and you may incur fees based on your use of those networks. You are solely responsible for any and all costs and fees in connection with accessing and using the Services, including without limitation internet service provider fees, telecommunications fees, text messaging fees, excess broadband fees, and the costs of any and all devices and equipment used in connection with the Services.

5. SOCIAL NETWORKING SERVICES

You may enable or log in to the Service via various online third-party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and CLESSON's use, storage and disclosure of information related to you and your use of such services within CLESSON (including your friend lists and the like), please see our Privacy Policy.

However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and CLESSON shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, CLESSON is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, CLESSON is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. CLESSON enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

6. INDEMNITY AND RELEASE

To the fullest extent permitted by law, you agree to release, indemnify and hold CLESSON and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

7. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, CLESSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

CLESSON MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

8. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLESSON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLESSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL CLESSON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CLESSON IN THE LAST [SIX (6)] MONTHS, OR, IF GREATER, [ONE HUNDRED DOLLARS ($100)].

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

9. GOVERNING LAW

Without regard to principles of conflicts of law, you agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded, regardless of your place of residence. To the fullest extent permitted by law, you agree that these Terms will be construed in accordance with, and were entered into under, the laws of the country specified in the table below. Except as otherwise provided for in Section X, you agree to submit to the personal and exclusive jurisdiction of the courts located within the specified forum:

Service Provider.	Governing Law	Forum
Clesson Co., Ltd.	Korea	Seoul Central District Court of Korea

10. DISPUTE RESOLUTION

This Section X does not apply to residents of Japan, the European Union, or the European Economic Area.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.

In order to expedite and control the cost of disputes, CLESSON and you both agree that any legal or equitable claim, dispute, action or proceeding arising from or related to the Services (“Dispute”) will be resolved as follows to the fullest extent permitted by law:

1. Notice of Dispute. In the event of a Dispute, you or we must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution. You must send any Notice of Dispute by mail and email to us at the mailing and email addresses provided in the Contact Us section. We will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address.

2. Small Claims Court. You may choose to litigate any Dispute in small claims court (or the equivalent) in the Forum specified in Section IX, if the Dispute meets all the requirements to be heard in small claims court.

3. Binding Arbitration. If the Dispute is not resolved in small claims court, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act or any other applicable law. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

4. Exceptions to Arbitration. You and CLESSON agree that the following Disputes are not subject to the above provisions concerning binding arbitration:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any of your or CLESSON’s intellectual property rights.

• Any claim for injunctive relief.

• Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from us on your behalf.

5. Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

6. Arbitration Procedures. Any arbitration will be conducted by the Judicial Arbitration and Mediation Service (“JAMS”) under the applicable Consumer or Commercial Arbitration Rules in effect at the time the Dispute is filed. If JAMS is unavailable or unable to conduct an arbitration of the Dispute, an alternative arbitration service provider will be mutually agreed upon by both parties. You may request a telephonic or in-person hearing by following the JAMS rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award relief only to you individually, and only to the extent required to satisfy your individual claim.

7. Arbitrator’s Jurisdiction. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.

8. Arbitration Fees. Whoever files the arbitration pays the initial filing fee. If we file, we pay. If you file, you pay unless you get a fee waiver under the applicable arbitration rules. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

9. Location of Arbitration. You agree that the arbitration will occur in the following location:

Service Provider.	Arbitration Forum
Clesson Co., Ltd.	A reasonable location in South Korea, as agreed to by both parties, or, if necessary, as determined by the arbitrator.

10. Disputes Must Be Filed Within One Year. To the extent permitted by law, any Dispute under this agreement must be filed within one year in small claims court or in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed. If a Dispute isn’t filed within one year, it’s permanently barred.

11. Temporary Injunctive Relief. Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.

If this agreement to arbitrate is found to be illegal or unenforceable, the parties agree to the fullest extent permitted by applicable law that any Dispute relating to your use of the Services or these Terms shall be commenced and heard in accordance with Section IX.

With respect to any disputes or claims not subject to arbitration, as set forth in Section 10 above, you and CLESSON agree to submit to the personal and exclusive jurisdiction of courts located within Seoul, Korea.

YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND CLESSON REGARDING ANY ASPECT OF THE SERVICE (INCLUDING THE ENROLMENT PROCESS) AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.

11. TERMINATION

You agree that CLESSON, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if CLESSON believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. CLESSON may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that CLESSON may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that CLESSON will not be liable to you or any third party for any termination of your access to the Service.

12. DISPUTES BETWEEN USERS

You agree that you are solely responsible for your interactions with any other user in connection with the Service and CLESSON will have no liability or responsibility with respect thereto. CLESSON reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

13. MISCELLANEOUS

1. Entire Agreement. These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.

2. Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.

3. Severability. If any provision of these Terms is found to be illegal or unenforceable, that provision will be severed. The remainder of the Terms will remain in full force and effect. The severed provision will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

4. Assignment. This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of CLESSON. CLESSON may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section shall be null and void.

5. Captions and Headings. The captions and section and paragraph headings used in the Terms are inserted for convenience only and shall not affect the meaning or interpretation of the Terms.

6. Waiver. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations.

7. Notices. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

14. CONTACT US

Please contact us at (04521) 1401-ho, 14F, 40, Cheonggyecheon-ro, Jung-gu, Seoul, Republic of Korea or support@clesson.kr to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.