Terms and conditions of Metanet Tplatform Managed Service
The customer (“Customer”) and Metanet Tplatform Co., Ltd. (“Metanet Tplatform”) enter into the following contract (“Agreement”) so that the Metanet Tplatform provides its cloud service and system (“Cloud Service”) for the customer to use the Cloud Service.

- Terms and conditions -

Article 1 (Purpose of the agreement)
This Agreement is to define the rights and obligations between the Customer who wants to use the Managed Service of Metanet Tplatform and Metanet Tplatform, the scope of responsibilities, and other necessary basic matters, regarding the use of the Microsoft Azure Service provided by Metanet Tplatform to the Customer.

Article 2 (Terms and definitions)
1.	The definition of the terms used in is Agreement are as follows.
① “Cloud computing” refers to an information processing system that enables the user to use information and communication resources such as integrated/shared information and communication devices, information and communication equipment, and software flexibly over the information and communication network according to the change in user’s requirements and demand.
② “Cloud computing service” refers to a service that provides information and communication resources to others commercially using cloud computing, as stipulated in Article 3 of the Enforcement Decree of the Act on the Development of Cloud Computing and Protection of its Users.
③ “User information” refers to the information (as stipulated in Article 3.1 of the Framework Act on National Informatization) that is stored in the information and communication resource of the cloud computing service provider (“Provider”) using the cloud computing service by the cloud computing service user (“User”), and owned and managed by the User.

2.	Terms and definitions of this Agreement shall be determined by the relevant act and subordinate statute, except as provided in each subparagraph of Paragraph 1.

Article 3 (Relevant act and subordinate statute)
The matters that are not stipulated in this Agreement and the interpretation of this Agreement shall be determined by the “Act on the Development of Cloud Computing and Protection of its Users”, “Personal Information Protection Act”, “Credit Information Use and Protection Act”, “Act on the Regulation of Terms and Conditions”, “Act on the Consumer Protection in Electronic Commerce”, “Act on Promotion of Information and Communications Network Utilization and Information Protection”, relevant act and subordinate statute of each act, and regulations or business practice. 

Article 4 (Contract period)
This Agreement shall be valid for one year from June 1, 2019 to May 31, 2020, and shall be automatically extended in the same condition as before (1 year) unless there is no written notice from either party before the Agreement expiration date (3 months).

Article 5 (Contract amount)
1.	The Customer shall pay KRW 35,280,000 (VAT excluded, "Technical Support Fee") for Managed Service such as the Cloud Service provided by Metanet Tplatform, using the method stipulated in Paragraph 2 and 3.
2.	After signing the Agreement, Metanet Tplatform shall charge KRW 2,940,000 (VAT excluded) as monthly Technical Support Fee every month by attaching a tax invoice. The Customer shall deposit the fee in the bank account designated by Metanet Tplatform within 30 days (or the next business day if the last day is not a business day of the commercial bank) after receiving the payment request from Metanet Tplatform.
3.	The Customer shall pay the service fee during the Agreement period stipulated in Article 4 according to Appendix 1 “Managed Service details”. 
4.	If the provided service has exceeded the scope of Managed Service, Metanet Tplatform shall charge the amount that multiplies the unit price specified in Appendix 1 “Managed Service details” by the number of used units by attaching a tax invoice on the last business day of each month after the exceeded date. 
5.	The Customer shall deposit the amount in the bank account designated by Metanet Tplatform within 30 days (or, the next business day if the last day is not a business day of the commercial bank) after receiving the payment request from Metanet Tplatform, if the Customer has no objection.

Article 6 (Providing Metanet Tplatform’s systems and equipment)
1.	Metanet Tplatform shall provide systems and others to the Customer according to Appendix 1 “Managed Service fee details”. 
2.	If the matter related to work and equipment other than those described in Appendix 1 “Managed Service fee details” need to be added, it can be added to this Agreement by written agreement between the two parties. 
3.	In the event that work or equipment is added in accordance with Paragraph 2 of this Article, changes in the contract amount will be determined by mutual agreement between the two parties.

Article 7 (System use service)
1.	Metanet Tplatform shall conduct maintenance, including the service and update of the cloud system and others developed according to this Agreement, so that the Customer can use the complete system in a normal way.
2.	The customer can request Metanet Tplatform to add functions, upgrade, or modify/supplement the cloud system and others, and Metanet Tplatform shall accept the request. However, details such as service fee payment for function addition, upgrade, or modification/supplementation shall be determined by separate mutual agreement between the two parties.
3.	Metanet Tplatform shall discuss with the Customer all the problems that can occur in the cloud system and others, and solve those problems, so that the Customer can achieve proper performance when using the cloud system and others.
4.	Metanet Tplatform shall conduct troubleshooting work for the cloud system and others as in each of the following subparagraphs.
①	Metanet Tplatform shall conduct maintenance for troubleshooting, if the cloud system and others don’t start in time normally due to the failure of the cloud system or other use failure, or if the Customer requests maintenance.
②	Metanet Tplatform shall perform troubleshooting in the following time.
- 24 hours x 365 days
③	In the event of failure occurrence such as a problem in using the cloud system and others, Metanet Tplatform shall arrive at the failure occurrence place within eight hours after the Customer request, and complete maintenance within eight hours after commencement.
④	If the same failure occurs in the pertinent cloud system and others within four hours after completing maintenance, it shall be regarded that the maintenance of the first failure has not been completed.

Article 8 (System down)
1.	Metanet Tplatform shall provide services enabling use of the cloud system and others without interruption during the contract period.
2.	Despite Paragraph 1, Metanet Tplatform may not provide services for a certain period in any of the circumstances defined in the following subparagraphs:
①	If needed for the maintenance inspection, replacement, or regular inspection of information and communication equipment such as the server, or service modification.
②	If needed to respond to unexpected service instability such as hacking, electronic cyber security incident, communication accidents 
③	If the service cannot be provided normally due to natural disasters, emergencies, electrical power failure, or service equipment troubles.
④	In the case of Paragraph 2.1 of this Article, Metanet Tplatform shall notify the incident to the Customer at least 5 days in advance.
⑤	In the case of Paragraph 2.2 and 2.3 of this Article, Metanet Tplatform may stop the service without prior notice to respond quickly or prevent the spread of damage. In this case, Metanet Tplatform shall notify it to the Customer without delay.
⑥	Metanet Tplatform shall establish and implement an emergency plan, such as securing a backup system, to cope with the case of system down.

Article 9 (Measures to prevent the spread of damage)
1.	If the Customer notifies Metanet Tplatform of the matter stipulated in Article 8 or Articles 25.1 and 25.3 of “Article 3 of the Enforcement Decree of the Act on the Development of Cloud Computing and Protection of its Users”, or becomes aware of the such matters, the Customer may take the following measures to prevent the spread of damage and recurrence and to investigate the incident. In this case, Metanet Tplatform shall provide active cooperation.
①	Requesting the preservation/submission of data for causal incident analysis. 
②	Providing technical and personnel support to recover from the incident and prevent recurrence.
③	Checking the implementation of the measures needed for damage spread and recurrence prevention, and recovery, and requesting for improvements.
④	Other necessary measures such as guide and public relations needed for damage spread and recurrence prevention, and recovery.
⑤	The Customer can operate an investigation group consisting of related organizations, experts, and representatives of Metanet Tplatform, when taking actions in accordance with Paragraph 1. 

Article 10 (Training and operation support)
1.	Metanet Tplatform shall implement paid or free training as required for the operation of the cloud system and others if the Customer requests for the smooth operation of the cloud system and others. 
2.	Metanet Tplatform shall provide relevant support at all times so that the Customer can operate the cloud system and others without any inconvenience.

Article 11 (Ownership and intellectual property right)
1.	The Customer shall hold the ownership and intellectual property rights of the cloud system and others, and its program components, and has the right to use the cloud system and others without limit during the contract period stipulated in Article 4.
2.	Property rights for various software, programs, tools, documents, methodologies, and knowledge developed by the party concerned before the conclusion of this Agreement shall belong to the party concerned.
3.	Metanet Tplatform shall not violate the intellectual property rights or other rights of the Customer due to the distribution, duplication, modification, change, or distribution of the whole or part of the cloud system and others, and its program components, without prior written consent of the Customer.

Article 12 (Guarantee)
1.	Metanet Tplatform shall guarantee that the cloud system and others, and its program components developed based on this Agreement, do not violate any patent rights (including BM patents), design rights, utility model rights or copyrights, and other intellectual property rights and all the rights of the Customer and third parties.
2.	If a dispute arises between the Customer and third party because the cloud system and others, which were developed by Metanet Tplatform in accordance with this Agreement, violates the copyright, intellectual property rights, and other rights of a third party, Metanet Tplatform shall solve the dispute at its own responsibility and expense. If damage occurred to the Customer due to a violation, Metanet Tplatform shall compensate for all the Customer’s damages, including all expenses such as legal expenses and attorney fees.
3.	If the Customer cannot use the cloud system and others to the full extent due to a third party’s claim about the infringement of the patent, copyright, or other intellectual property rights, Metanet Tplatform shall secure the right to use related patents, copyrights, or other intellectual property rights from the third party at its own cost, or modify or replace the output so that it does not violate the copyrights or other intellectual property rights of a third party, depending on the Customer’s decision.

Article 13 (Cancellation and termination)
1.	If a Customer or Metanet Tplatform does not fulfill or violate the obligations under this Agreement, the other party may request corrective actions by imposing a deadline period of less than 15 day. Nevertheless, the Customer or Metanet Tplatform can cancel or terminate this Agreement immediately if the reason for non-fulfillment or violation is not removed within the specified period.
2.	In the event that any of the following cases occurs at one party, the other party can immediately cancel or terminate all or part of this Agreement by notifying the other party who caused the case in writing.
①	If one party has received the measure of business cancellation or suspension from the supervisory institution.
②	If the issued promissory note or check bounded back or the transaction has been suspended by the financial institution.
③	If the rehabilitation or bankruptcy procedure was initiated in accordance with the Debtor Rehabilitation and Bankruptcy Act, or other similar procedures were initiated with the application of the Corporate Restructuring Promotion Act.
④	If a decision was made to abolish, change, or disband business.
⑤	If the monthly Technical Support Fee stipulated in Article 5 of this Agreement is overdue for more than 3 months. 
3.	If any of the following cases occur at one party, the other party cancel or terminate all or part of this Agreement immediately by written notice.
①	If the Customer or Metanet Tplatform decides that the other party cannot fulfill the obligations under this Agreement anymore, based on objective data.
②	If the Customer or Metanet Tplatform delegates or subcontracts the services in this Agreement to a third party without the prior approval of the other party in writing.
③	If the Customer or Metanet Tplatform transfers all or part of the business to a third party.
④	If the Customer or Metanet Tplatform is subject to compulsory execution by the third party such as seizure and provisional disposition
4.	The two parties may terminate this Agreement before maturity without separate compensation for damages or cancellation charge by notifying the other party in writing before the expiration date (3 months) even before the expiration date of this Agreement. In this case, this Agreement shall be terminated on the scheduled date of termination, and the Customer shall pay all the renumeration and fees for the services provided by Metanet Tplatform to date, and Metanet Tplatform shall deliver the output produced until the termination date to the Customer.
5.	Agreement termination or cancellation in accordance with this Article shall not affect any rights, obligations and claims for damages that have already occurred. 

Article 14 (Protection and management of user information)
1.	Metanet Tplatform shall protect the Customer and Customer’s personal information (“user information”) in accordance with relevant acts and subordinate statutes such as the Act on the Development of Cloud Computing and Protection of its Users, Personal Information Protection Act, and Act on Promotion of Information and Communications Network Utilization and Information Protection
2.	Metanet Tplatform shall clearly inform the following matters before signing the contract to protect the user information of the Customer. If the following matters need to be changed during the contract period, Metanet Tplatform shall discuss with the Customer in advance.
①	The country where user information is stored.
②	Status of compliance with domestic laws.
③	Security of user information such as encrypted storage and transmission.
④	User information provided to a third party.
⑤	Status of user information retention and the bailee.
⑥	User information deletion and destruction upon cancellation, termination, and completion of the service.
⑦	User information handling policy of Metanet Tplatform.
⑧	Other matters deemed necessary to secure the stability of the user information.
3.	The Customer can request the configuration diagram of the system that provides the service, and Metanet Tplatform shall provide it unless it does not breach internal information security regulations.
4.	The Customer can check the real condition of the matters stipulated in Paragraphs 1 to 3 and request Metanet Tplatform to take corrective actions, and Metanet Tplatform should carry out the corrective actions unless there is a specific reason.

Article 15 (Non-disclosure and matters to be observed for information security )
1.	Metanet Tplatform shall use the information provided by the Customer for the fulfillment of this Agreement to provide the service to the Customer only.
2.	Metanet Tplatform shall safely store and maintain work handling details under this Agreement in a system using the electronic form during the contract period.
3.	Metanet Tplatform shall keep the data and facts related to the system or Customer business confidential, which were obtained in business with regard to the implementation of this Agreement, during the period of this Agreement, and after cancellation, termination, or revocation as well. Metanet Tplatform shall not disclose, leak, or provide such data and facts to a third party without the prior written consent of the Customer.
4.	Metanet Tplatform shall comply with the Customer’s regulations and instructions related to information security.
5.	Metanet Tplatform shall establish and implement technical, administrative, and physical countermeasures, including personnel, budget, facilities, and systems, as required to ensure safety in processing Customer’s information and related systems.
6.	Metanet Tplatform shall guarantee the identity of its workforce and implement information security training for the workforce on a regular basis.
7.	Metanet Tplatform shall internally check the matters related to information security on a regular basis and submit the results to the Customer. 
8.	In addition, if the Customer requests an investigation/inspection on the information security of Metanet Tplatform, Metanet Tplatform shall sincerely respond to the Customer’s request.
9.	Metanet Tplatform shall immediately delete and destroy all information about the Customer from all systems (including the PC, laptop, mobile device) of Metanet Tplatform, if this Agreement is canceled, terminated, or expired, or the purpose of this Agreement is achieved.
10.	The Customer can check how Metanet Tplatform implements the contents of this Article and request corrective actions. 
11.	Metanet Tplatform shall comply with the requirement the Customer under ordinary conditions.
12.	If the Metanet Tplatform personnel performing a task violated Paragraph 1 to 6, or the Customer suffered from damages due to an information security incident attributable to Metanet Tplatform, Metanet Tplatform shall take the liability of compensation for direct and indirect damages and all expenses incurred to the Customer (including, but not limited to, expenses paid in accordance with the court's final judgment and the actual attorney fee paid by the Customer), and indemnify the Customer and Customer’s employees from the responsibility for compensation.
 
Article 16 (Prohibition of transfer)
1.	Metanet Tplatform shall not transfer, delegate, consign, subcontract, hand over, dispose, or mortgage all or part of the rights and obligations under this Agreement to a third party without the prior written consent of the Customer.
2.	Metanet Tplatform cannot be indemnified even if the duties under this Agreement are delegated or consigned again to a third party after obtaining prior written consent from the Customer in accordance with the preceding paragraph. If the Customer has suffered from a loss due to a reason attributable to those who were delegated or consigned again to perform the task, Metanet Tplatform shall compensate the Customer.

Article 17 (Compliance with upright obligations)
1.	The Customer and Metanet Tplatform shall not provide or receive money, entertainment, or other unfair profits to nor from the other party or the other party's employees while concluding or fulfilling this Agreement.
2.	If one party violated Paragraph 1, the party concerned shall not raise any objection to contract cancellation or termination, suspension of the transaction, various civil/criminal charges, administrative legal actions, disadvantageous treatment.

Article 18 (General provisions)
1.	General business practices shall apply to matters not stipulated in this Agreement, or the disagreement about the interpretation of this Agreement between the two parties.
2.	If a dispute arises in relation to this Agreement, it shall be resolved by consultation between the two parties. If an agreement cannot be reached, the dispute shall be settled by lawsuit by selecting the Seoul Southern District Court as the first jurisdiction court.
3.	The terms and conditions of this Agreement can be amended or modified by the written agreement between the two parties only.
4.	If either the Customer or Metanet Tplatform violates the matters stipulated in this Agreement intentionally or negligently, the party who is responsible for the violation shall compensate for damages caused by such violation and assume full civil/criminal responsibility against the other party. However, exceptions may apply if the other party admits the cause, or the violation was caused by force majeure such as the natural disaster and riot.
5.	Metanet Tplatform shall take the compensation responsibility for all damages, including direct damages and general expenses incurred to the Customer due to the reason attributable to Metanet Tplatform personnel performing the task, and Metanet Tplatform shall indemnify the Customer and Customer’s employees from such responsibility. However, the total compensation for damages shall be limited to the contract amount. 






Two copies of this Agreement shall be prepared, signed, and sealed, and one copy will be kept by each party to prove that this Agreement is established as described above.



June 1, 2019


Customer Co., Ltd. (211111-0023268)	Metanet Tplatform Co., Ltd.
5F, Yangseo Building, 34, Yangcheon-ro, Gangseo-gu, Seoul	5F, Yeongang Building, 15, Jongro 33-gil, Jongno-gu, Seoul
Representative director:	Choi Jong-gu (seal)	Representative director:     	Jeong Il (seal)




Appendix 1 Managed Service fee details



Service type	Service	Quantity	Unit price	Monthly amount	Annual amount
Managed Service Premium	Premium Managed Service for VM & PaaS
-OS & DB patch and update
-Remote infrastructure monitoring
-24x365 technical support
-Troubleshooting
-Backup management	49 	60,000 	2,940,000 	35,280,000