Key Transaction Terms

Standard Terms

Article 1 (Purpose and Scope)

1. These Terms establish the common terms and conditions governing transactions in which SoftenWORKS Inc. (the "Supplier") grants software licenses to customers such as companies and institutions (the "Licensee").

2. The terms of each individual transaction, including the product, edition, version, quantity, users, Permitted Environment, license term, fees, delivery, and Acceptance, shall be set forth in a quotation, purchase order, order confirmation, or separate agreement (collectively, an "Order Document").

3. Software development services, customization, training, data migration, Supplier-hosted SaaS or cloud services, the resale of third-party products, and maintenance shall be governed by separate agreements or terms, except to the extent that an Order Document expressly provides that these Terms apply.

Article 2 (Definitions)

1. "Software" means the SoftenWORKS product identified in an Order Document, together with the executable files, components, Updates, and patches provided with that product.

2. "Documentation" means manuals, release notes, technical documents, and other written or electronic instructions provided by the Supplier regarding installation, operation, use, security, and compatibility.

3. "Order Document" means a quotation, signed quotation, purchase order, order confirmation, separate agreement, or electronic order record that specifies the product, edition and version, license type, metric and quantity, Permitted Environment, term, fees, delivery and Acceptance, and any special terms.

4. "Permitted Environment" means the scope of production, development, testing, and disaster-recovery servers, hardware and virtual environments, domains, sites, users, legal entities, or organizations specified in an Order Document.

5. "Perpetual License" means the right to use the version of the Software specified in an Order Document without a time limit, for so long as the Licensee complies with these Terms and the Order Document. A Perpetual License does not include maintenance or new versions indefinitely.

6. "Term License" means the right to use the Software solely for the period specified in an Order Document.

7. "Update" means a defect correction, security patch, or minor improvement within the same major version, while "Upgrade" means a change to a major version or the provision of material new functionality.

8. "Business Day" means any day other than a Saturday, Sunday, or statutory public holiday in the Republic of Korea.

Article 3 (Presentation, Explanation, and Incorporation of Terms)

1. Before a contract is entered into, the Supplier shall provide the Licensee with the complete text of these Terms in PDF form, on a web page, or by another electronic means that allows the Terms to be saved and reviewed.

2. Each Order Document shall identify the exact title, version, effective date, and location of the applicable Terms. If the Licensee signs the relevant quotation, issues a purchase order that references it, or otherwise clearly accepts it through an order confirmation, electronic contract, email, or similar means, that version of the Terms is incorporated into the individual transaction.

3. Through the Order Document or a separate notice, the Supplier shall explain in an understandable manner the matters material to the transaction decision, including the scope and term of the license, Acceptance, exclusions from defect remediation and maintenance, compatibility with third-party platforms, suspension and termination, refunds, and limitations of liability.

4. The Licensee may request a copy of the Terms before entering into the contract, and the Supplier shall provide it electronically or in writing.

5. The Licensee shall not be deemed to have agreed to these Terms merely because they are posted on a website, and no version of the Terms that is not identified in an Order Document shall apply retroactively to an existing transaction.

Article 4 (Formation of Individual Transactions and Order of Precedence)

1. An individual transaction is formed when, within the validity period, the Licensee signs or accepts the Supplier's quotation or issues a purchase order referencing that quotation, and the Supplier accepts it. If there is a separate written or electronic agreement, the transaction is formed at the time specified in that agreement.

2. In the event of a conflict among documents, the following order of precedence applies: (1) a separately signed agreement or special terms; (2) the individual terms of an Order Document accepted by the Supplier; (3) a separate maintenance agreement, solely with respect to maintenance matters; (4) the product-specific license policy; (5) these Terms; and (6) the Documentation.

3. Any procurement terms included in or referenced by the Licensee's purchase order shall apply only to the extent expressly approved in writing by the Supplier.

4. Matters not addressed in an Order Document shall be governed by these Terms, and any terms individually agreed by the parties shall prevail over these Terms.

Article 5 (Versions and Amendments)

1. Each individual transaction is governed by the version of the Terms identified in the Order Document at the time the contract is formed, and that version shall be retained and made available for review for the duration of the relevant order.

2. The Supplier may amend these Terms in response to changes in law, product structure, or transaction policy. The amended Terms and a description of the changes shall be posted on the website with their effective date and, as a general rule, shall apply only to new or renewal orders entered into on or after that date.

3. The Supplier shall not retroactively alter the license scope, fees, liability, or the Licensee's rights under an existing order to the Licensee's detriment. If a change is required to comply with law or address a material security concern, the Supplier shall give prior notice and discuss a reasonable alternative with the Licensee.

4. The Supplier shall maintain the current Terms together with information identifying the versions and effective dates of prior Terms.

Article 6 (Grant of License)

1. Subject to the Licensee's compliance with these Terms and the Order Document and payment of all applicable fees, the Supplier grants the Licensee a limited, non-exclusive, non-transferable, and non-sublicensable right to install, run, and use the Software for its internal business purposes during the term and within the Permitted Environment specified in the Order Document.

2. The Software is licensed, not sold, and its provision does not transfer title or any intellectual property rights. All rights not expressly granted are reserved by the Supplier or the applicable rights holder.

3. The Licensee may permit its employees and contractors to use the Software solely to the extent necessary to perform the Licensee's internal business activities. Contractors may not use the Software for their own independent benefit, and the Licensee remains responsible for their acts and omissions.

4. Use by an affiliate, related company, or other third party is permitted only if expressly specified in an Order Document.

Article 7 (License Types and Scope of Use)

1. The license term shall be perpetual, fixed-term, or evaluation, as selected in the Order Document. An evaluation license may be used solely for evaluation and testing and may not be used for production operations or commercial services without separate written consent.

2. The applicable license metric shall be Server, Site, Named User, Concurrent User, Enterprise, or another metric specified in the Order Document. The Licensee may not substitute one metric for another or exceed the agreed quantity.

3. Production, development, testing, and disaster-recovery environments shall each be identified in the Order Document. A disaster-recovery Cold Standby need not be counted as a separate quantity in the Order Document only if it performs no production processing during normal operations and is activated solely upon a failure.

4. Virtualization, containers, customer-managed cloud environments, and host changes are permitted only to the extent allowed by the Order Document and the applicable product-specific license policy. If replacement or rebuilding of hardware requires reissuance of a license, the Supplier shall provide support after reasonably verifying the Licensee's identity and authority.

5. If the Licensee needs to exceed the ordered scope of use, it shall enter into an additional order in advance.

Article 8 (Delivery, Installation, and Acceptance)

1. The Supplier shall provide the installation files, license key or file, Documentation, and agreed installation support in accordance with the method and schedule specified in the Order Document.

2. The Licensee shall timely provide the supported environment, access rights, responsible personnel, test data, readiness of third-party platforms, and other items necessary for installation and Acceptance. If the schedule is delayed for reasons attributable to the Licensee, the delivery and Acceptance schedule may be reasonably adjusted.

3. The Licensee shall conduct Acceptance within 10 Business Days after notice of delivery or completion of installation, in accordance with any separate acceptance criteria or, if none exist, based on the material functions described in the Order Document and Documentation.

4. Acceptance shall be deemed complete if, within the Acceptance period, the Licensee does not provide a notice of nonconformity describing the specific issue, reproduction steps, and deviation from the contractual criteria, or if the Licensee begins using the Software for production purposes. Latent defects that could not reasonably be discovered through ordinary Acceptance are governed by Article 14.

5. The Licensee may not reject Acceptance for a minor defect or a defect for which a workaround is available if the material functions remain usable, and the Supplier shall remedy the defect in accordance with an agreed schedule.

6. If a material nonconformity is duly reported, the Supplier may request re-Acceptance after correcting the nonconformity or providing a replacement within a reasonable period. Unless otherwise agreed, the re-Acceptance period is five Business Days.

Article 9 (Fees and Payment)

1. License fees, installation and training charges, discounts, taxes, and the payment schedule shall be as set forth in the Order Document. Unless otherwise stated, value-added tax is excluded, and the Licensee shall pay within 30 days after the date of issuance of the tax invoice.

2. If the Licensee fails to pay by the due date without good cause, the Supplier may demand payment within a reasonable additional period and may charge default interest on the unpaid amount to the extent permitted by applicable law.

3. If the Licensee reasonably disputes a portion of an invoice, it shall pay the undisputed amount when due, and the parties shall promptly discuss the disputed amount.

4. If withholding or another deduction is required by law, the Licensee shall provide the Supplier with the relevant supporting documentation.

Article 10 (Licensee Obligations and Restrictions)

1. The Licensee shall safeguard the Software, license keys and files, and accounts with reasonable care and shall prevent unauthorized access, copying, or disclosure.

2. The Licensee may make a reasonable number of copies necessary for backup or disaster recovery, provided that all copyright, trademark, and proprietary notices appearing in the original are retained on every copy.

3. Except where mandatorily permitted by law, the Licensee shall not reverse engineer, decompile, or disassemble the Software to derive source code, circumvent protective measures, or alter license information. Before undertaking an act permitted by law for interoperability purposes, the Licensee shall, to the extent practicable, first request the necessary information from the Supplier.

4. The Licensee shall not rent, lease, sell, redistribute, or sublicense the Software or use it to provide services, hosting, or shared services for a third party, except as expressly permitted in an Order Document.

5. The Licensee shall not create derivative works of the Software, make unauthorized modifications, remove trademark or copyright notices, or use the Software in a manner that infringes the rights of the Supplier or any lawful rights holder.

6. Upon becoming aware of any infringement or unauthorized use, the Licensee shall promptly notify the Supplier and reasonably cooperate to prevent its further dissemination.

Article 11 (License Management and Verification of Use)

1. The Supplier may use license keys or files, server identifiers, or a management console to technically restrict use to the ordered scope and shall disclose the applicable method and any online connectivity requirement in the Order Document or Documentation.

2. If online verification or telemetry is enabled, the Supplier shall process only the minimum technical information necessary to verify the license and shall not collect or transmit the Licensee's business data or the contents of its documents without separate consent.

3. The Supplier may request verification of license use if it reasonably suspects a violation or, otherwise, no more than once in any 12-month period, in each case upon 10 Business Days' prior written notice. The verification shall minimize disruption to the Licensee's operations, comply with the Licensee's security policies and confidentiality obligations, and, in principle, be conducted using the Licensee's self-certification or system-generated records.

4. If use beyond the licensed scope is confirmed, the Licensee shall pay the applicable license fees for the excess use and bring its use into compliance. If intentional or material excess use results in additional verification costs, the parties shall discuss a reasonable allocation of those costs.

Article 12 (Intellectual Property Rights)

1. All copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Software, Documentation, Updates and Upgrades, templates and samples provided by the Supplier, and related technology are owned by the Supplier or the applicable rights holder.

2. The Licensee retains all rights in its business data, documents, configuration values, and materials that it owned independently of the transaction.

3. If the Licensee provides suggestions or feedback, the Supplier may use them to improve its products, provided that such use does not infringe the Licensee's Confidential Information or intellectual property rights. Ownership of deliverables from customization work shall be addressed in a separate agreement where necessary.

Article 13 (Third-Party Software and Open Source)

1. The Software may include third-party software or open-source components. The Supplier shall provide the applicable notices and license information in the Documentation or distribution materials.

2. If a third-party or open-source license imposes mandatory terms for a component that differ from these Terms, that license shall prevail with respect to the component.

3. The Licensee is responsible for any third-party product that it separately selects or installs, including its license, cost, security, and lawful use.

Article 14 (Defect Remediation and Maintenance)

1. Unless a different period is specified in an Order Document, the defect-remediation period provided at no additional charge is three months from completion of Acceptance. If, during that period, a reproducible defect is discovered that causes the Software not to materially conform to the core functions described in the Documentation, the Supplier shall provide a correction, workaround, or replacement version within a reasonable period.

2. Defect remediation does not apply to misuse, unauthorized modification, an unsupported environment, a defect in a third-party product, an error in the Licensee's data or configuration, a natural disaster, or another cause outside the Supplier's control and not attributable to the Supplier.

3. After the defect-remediation period, defect corrections, patches, Updates, technical inquiries, and support shall be provided only while a separate maintenance agreement is in effect.

4. Unless otherwise agreed, maintenance does not include Upgrades, development of new features, customization, data migration or recovery, training, on-site support, support for a new version of a third-party platform, or work resulting from changes to the Licensee's environment.

5. Compatibility with third-party platforms such as Polarion, Java, operating systems, databases, and browsers is limited to the supported versions announced by the Supplier or the environment specified in the Order Document. Before changing its environment, the Licensee shall confirm compatibility and whether additional fees will apply.

Article 15 (Information Security and Personal Information)

1. When accessing the other party's systems or information in performing an individual transaction, each party shall comply with reasonable technical and administrative safeguards and the other party's security policies.

2. If the Software operates in an environment managed by the Licensee, the Licensee is responsible for the classification, access control, backup, retention, and lawful processing of its business data. The Supplier shall not access or transmit the Licensee's business data outside that environment without a separate agreement.

3. If remote support, log analysis, or data export is required, the parties shall agree in advance on the scope, method, retention period, deletion, and access rights.

4. If the Supplier processes personal information on behalf of the Licensee, the parties shall address in a separate agreement or security addendum all matters required by applicable law, including the entrustment of processing, safeguards, subprocessing, and cross-border transfers.

5. Upon becoming aware of a security incident related to an individual transaction, each party shall promptly notify the other party and reasonably cooperate to minimize harm and investigate the cause.

Article 16 (Confidentiality)

1. "Confidential Information" means technical, business, pricing, customer, security, source code, design, data, and other non-public information disclosed by one party to the other in connection with a transaction that is marked confidential or that reasonably should be understood to be confidential by its nature.

2. The receiving party shall use Confidential Information solely to perform the transaction, protect it with at least the same degree of care it uses to protect its own information of a similar nature, and not disclose it to any third party other than employees, professional advisers, and contractors who need it for performance.

3. Confidential Information does not include information that was publicly available at the time of disclosure, becomes publicly available through no fault of the receiving party, was lawfully in the receiving party's possession, is obtained from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information.

4. If disclosure is required by law or court order, the receiving party shall, to the extent legally permitted, notify the other party in advance and limit the disclosure to the minimum required.

5. The confidentiality obligations survive for three years after termination of the relevant individual transaction. Information that constitutes a trade secret shall remain protected for so long as it retains its status as a trade secret.

Article 17 (Warranties and Disclaimers)

1. The Supplier warrants that it has the authority to grant the license to the Software, that the Software will substantially perform the core functions described in the Documentation when used in a supported environment, and that the Supplier has applied commercially reasonable malware-prevention procedures.

2. Because the Software operates in complex technical environments, the Supplier does not warrant that it will be error-free, operate without interruption, or be suitable for every purpose of the Licensee. No warranty applies to any function, performance level, result, or compatibility with a third-party product that is not specified in the Order Document.

3. The Licensee is responsible for assessing whether the Software and supported environment are suitable for its intended purpose, maintaining backup and recovery procedures for important data, and validating the Software's output as appropriate for its business before relying on it.

4. To the extent permitted by law, all implied warranties other than the express warranties in this Article and any warranties that cannot lawfully be excluded are disclaimed.

Article 18 (Third-Party Infringement Claims)

1. If a third party asserts against the Licensee that use of the Software in accordance with these Terms and the Order Document infringes an intellectual property right in the Republic of Korea, the Licensee shall promptly notify the Supplier in writing and provide the information and cooperation reasonably required for the defense and settlement of the claim.

2. The Supplier shall control the defense and settlement of the claim and shall be responsible for amounts imposed on the Licensee by a final judgment or a settlement approved by the Supplier. Any settlement that materially affects the Licensee's rights or obligations requires the Licensee's prior consent, which shall not be unreasonably withheld.

3. If infringement is established or anticipated, the Supplier may, at its expense: (1) obtain the right for the Licensee to continue using the Software; (2) modify or replace the Software while preserving its material functionality; or (3) if neither option is reasonably practicable, terminate the affected license and refund, for a Term License, prepaid fees for the unused period or, for a Perpetual License, the unamortized amount calculated on a 36-month straight-line basis.

4. This Article does not apply to a claim arising from an unauthorized modification by the Licensee or a third party, a combination not specified by the Supplier, an unsupported environment, continued use of an outdated version contrary to the Supplier's instructions, or specifications or materials provided by the Licensee.

Article 19 (Damages and Limitation of Liability)

1. If a party breaches these Terms or an Order Document and causes loss to the other party, the breaching party shall compensate the other party for direct losses that ordinarily arise from the breach.

2. To the extent permitted by law, neither party shall be liable for any special, indirect, or consequential damages, loss of business opportunity, or loss of anticipated profits, except to the extent caused by that party's willful misconduct or gross negligence.

3. Each party's aggregate liability is limited to the amount paid by the Licensee under the Order Document giving rise to the loss during the 12 months preceding the event giving rise to the loss. If a Perpetual License was purchased more than 12 months before that event, the limit is the total license fee under the relevant Order Document.

4. The limitations in paragraphs 2 and 3 do not apply to willful misconduct or gross negligence, death or personal injury, breach of confidentiality, liability for infringement of third-party intellectual property rights, the Licensee's unauthorized use or distribution, or payment obligations.

5. A party that knows loss has occurred or is likely to increase shall take reasonable steps to mitigate that loss.

Article 20 (Term and License Duration)

1. These Terms apply from the formation of an individual transaction until the relevant order and license terminate.

2. A Perpetual License may continue to be used for the version and within the Permitted Environment specified in the Order Document even after the individual transaction expires in the ordinary course, unless the license is terminated for breach of contract.

3. A Term License expires on the date specified in the Order Document. Automatic renewal applies only if expressly stated in the Order Document; any other renewal requires the parties' written or electronic agreement.

4. The maintenance term is separate from the license term and is governed by the maintenance agreement or Order Document.

Article 21 (Suspension)

1. If the Licensee materially exceeds the licensed scope, fails to pay an amount when due, or creates a material security risk to the Software or systems, the Supplier may suspend use to the extent necessary after giving written notice of the violation and a period in which to cure it.

2. If immediate action is necessary to prevent an urgent security threat, unauthorized distribution, or the spread of an infringement, the Supplier may first suspend use to the minimum extent necessary and shall promptly notify the Licensee of the reason and the conditions for restoration.

3. Once the grounds for suspension have been resolved, the Supplier shall restore use within a reasonable time. Suspension does not affect the Supplier's right to terminate or claim damages.

Article 22 (Termination of Individual Transactions)

1. If either party materially breaches these Terms or an Order Document and fails to cure the breach within 15 Business Days after receiving the other party's written demand to do so, the other party may terminate all or part of the affected order.

2. For nonpayment, the cure period is 10 Business Days. For a breach that would be difficult to remedy, such as unauthorized disclosure or distribution of Confidential Information or intellectual property, a party may seek immediate injunctive or protective relief independently of any demand to cure.

3. To the extent permitted by applicable law, if performance of a transaction becomes objectively impracticable due to bankruptcy, rehabilitation proceedings, cessation of business, or a similar event, the other party may terminate the transaction by written notice.

4. Termination does not affect any payment obligation, claim for damages, or other right or obligation that accrued before termination.

Article 23 (Effect of Termination)

1. Upon expiration of a Term License or termination of a license for breach of contract, the Licensee shall immediately cease use and, within 10 Business Days, delete or return all copies of the Software and all license keys and files. At the Supplier's reasonable request, the Licensee shall confirm completion in writing.

2. Access to copies automatically retained under legal, audit, or backup policies shall be restricted, and such copies shall not be executed, restored, or used and may be deleted in accordance with the ordinary retention cycle.

3. If an order is terminated for reasons attributable to the Supplier, the Supplier shall refund prepaid fees for the unused portion of a Term License. If an order is terminated for reasons attributable to the Licensee, accrued fees are nonrefundable unless otherwise required by law.

4. Provisions concerning intellectual property rights, confidentiality, limitations of liability, unpaid amounts, the effect of termination, and dispute resolution, as well as any other provisions that by their nature should survive, remain in effect after termination.

Article 24 (Force Majeure)

1. A party is not liable, to the extent affected, for delay in performing its obligations due to a natural disaster, war, terrorism, epidemic, government action, nationwide telecommunications or power outage, supply-chain disruption, or another cause beyond its reasonable control.

2. The affected party shall promptly notify the other party of the cause and expected duration and use reasonable efforts to reduce loss and delay. If the force majeure event continues for 60 days or more and materially frustrates the purpose of the transaction, the parties may discuss termination of the affected order.

3. Force majeure does not excuse a payment obligation that has already become due.

Article 25 (Compliance with Laws)

1. Each party shall comply with all applicable laws relating to copyright, personal information, trade secrets, export controls, economic sanctions, anti-corruption, and fair trade in connection with performance of the transaction.

2. The Licensee shall not use or transfer the Software for an unlawful purpose, in a manner that infringes a third party's rights, or in violation of applicable export-control or sanctions laws.

3. If a change in law requires a change to the manner in which the transaction is performed, the parties shall discuss the necessary measures within a mutually reasonable scope.

Article 26 (Notices and Electronic Documents)

1. Notices relating to a transaction shall be sent to the address or email specified in the Order Document or through the official electronic contracting system. A party whose representative or contact information changes shall promptly notify the other party and bears any adverse consequences resulting from its failure to do so.

2. A material notice, including notice of termination, material breach, or a claim for damages, shall be delivered by email, electronic contracting system, registered mail, or a comparable method that permits verification of its contents and the time of transmission and receipt.

3. Electronic signatures and contracts, and copies of Terms, Order Documents, and agreements exchanged electronically, may have the same effect as written or original documents to the extent permitted by applicable law.

4. Questions regarding these Terms or an order may be directed to the Supplier representative identified in the Order Document or quotation, or to the contact information published on the Supplier's official website.

Article 27 (Assignment of Rights and Obligations)

1. Neither party may assign, transfer, or grant a security interest in its rights or obligations under an individual transaction to a third party without the other party's prior written consent.

2. If a party's contractual position is transferred by universal succession through a merger, demerger, business transfer, or reorganization, the successor shall assume the applicable obligations in writing and give prior notice to the other party. The Supplier may, on reasonable grounds, restrict succession if the Software would be transferred to a competitor or to a person presenting a material intellectual-property or security risk.

3. Any assignment in violation of this Article is void to the extent permitted by applicable law.

Article 28 (Entire Agreement, Interpretation, and Severability)

1. These Terms and the documents governing an individual transaction constitute the parties' agreement concerning their subject matter and supersede all prior oral and written discussions and proposals, except for materials expressly incorporated by reference.

2. Any ambiguity in these Terms shall not be construed against the Licensee, and these Terms shall be interpreted fairly and reasonably in accordance with applicable law, commercial practice, and the principle of good faith.

3. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. If the purpose of the transaction cannot be achieved through the remaining valid provisions, the parties shall discuss a valid term that most closely reflects the original intent.

4. A failure or delay in exercising a right does not constitute a waiver of that right.

Article 29 (Governing Law and Dispute Resolution)

1. These Terms and each individual transaction are governed by and construed in accordance with the laws of the Republic of Korea.

2. In the event of a dispute, the parties shall first attempt to resolve it through mutual consultation.

3. The court of first instance for any dispute not resolved through consultation shall be determined in accordance with the Korean Civil Procedure Act and other applicable laws. However, if the parties have validly agreed in writing to a different jurisdiction in the documents governing an individual transaction, that agreement shall apply.

Addendum

1. These Terms were adopted on August 2, 2026, and became effective on the same date.

2. Version 1.0 of these Terms applies to transactions entered into under an Order Document that specifically identifies this version.

3. An existing transaction governed by a prior version of the Terms remains subject to the version specified in the applicable Order Document.