NHN KCP Electronic Payment Agency and Escrow Service Agreement

The following terms and conditions are established to govern the use of electronic payment agency and escrow services by your company (hereinafter referred to as “Party A”) and NHN KCP Co., Ltd. (hereinafter referred to as “Party B”).

Article 1: Purpose

The purpose of this agreement is to specify the rights and obligations of “Party A” and “Party B” in entering into the Electronic Payment Agency and Escrow Service Use Agreement (hereinafter referred to as "this Agreement").

Article 2: Definitions of Terms

The terms used in this Agreement shall have the following meanings:

1. Electronic Payment Agency Service: Services provided by “Party B” to “Party A” for approving, acquiring, and settling transactions, as well as other auxiliary services, in accordance with contracts between “Party B” and credit card companies, banks, mobile carriers, telecommunication billing operators, gift card issuers, and simplified payment providers (hereinafter referred to as "Payment Institutions"). These services include the following:
a. Credit Card Payment Service: A service that verifies credit card payment information provided by users purchasing goods or services from “Party A” through “Party B's” electronic payment system, as well as authorization, acquisition, and settlement.
b. Mobile Payment Service: A service that verifies mobile payment information provided by users purchasing goods or services from “Party A” through “Party B's” electronic payment system, as well as authorization, acquisition, and settlement.
c. Account Transfer Service (Real-Time Account Transfer Service): A service that confirms real-time deposits and provides automated settlements by transferring payment funds from the user’s bank account via the internet banking system connected to “Party B's” electronic payment system.
d. Virtual Account Service: A service that confirms real-time deposits and provides automated settlements through virtual account linkage for payment funds transferred by users for goods or services purchased from “Party A.”
e. Simplified Payment Service: A service allowing users who have pre-registered payment information (e.g., credit card) in simplified payment platforms (e.g., PAYCO) to make payments for goods or services from “Party A” without re-entering payment information, using smartphone applications or similar methods.
f. Gift Card Payment Service: A service that verifies gift card payment information provided by users through “Party B's” electronic payment system and facilitates authorization, acquisition, and settlement with gift card issuers.
g. ARS Payment Service: A service that verifies ARS payment information provided by users through “Party B's” electronic payment system and facilitates authorization, acquisition, and settlement with mobile carriers.
h. Transportation Card Payment Service: A service that verifies transportation card payment information provided by users through “Party B's” electronic payment system and facilitates authorization, acquisition, and settlement with transportation card issuers.
i. Other Services: Any other services mutually agreed upon by “Party A” and “Party B” to be governed by this Agreement.
2. Escrow Service: A service where “Party B” manages the deposit and disbursement of payment funds for goods or services, releasing the funds to the shopping mall after verifying that the user has received the goods or services.
3. Payment Information: Information provided by users to purchase goods or services from “Party A,” such as credit card details (card number, expiration date, password, etc.), mobile payment information (mobile number, date of birth, etc.), or bank account information, used to obtain transaction approval from Payment Institutions.
4. Transaction Approval: The act of Payment Institutions confirming that the payment information provided by users matches the information registered with the institution and verifying the availability of the payment method.
5. Acquisition: The act of “Party B” requesting payment from Payment Institutions on behalf of “Party A” for transactions approved for the sale of goods or services.
6. Settlement: The act of “Party B” disbursing the payment amount received from Payment Institutions to “Party A” after deducting mutually agreed fees (including registration fees, annual fees, and service fees as specified in Articles 19 and 20).
7. Electronic Payment System: The electronic system operated by “Party B” that is interconnected with “Party A's” shopping mall or business systems and the systems of Payment Institutions to process and transmit information related to transaction approval, acquisition, settlement, cancellations, and other matters.
8. Escrow System: The electronic system operated by “Party B” to manage the overall transactions conducted through the escrow service.
9. Payment Institutions: Entities such as credit card companies, banks, mobile carriers, telecommunication billing operators, gift card issuers, and simplified payment providers that determine the transaction approval status for payment requests submitted through “Party B’s” services.
10. Shopping Mall: The e-commerce or business platform operated by “Party A” (including offline business premises as exceptionally agreed upon by “Party B”).
11. User: A person who purchases goods or services from “Party A's” shopping mall and pays for the purchase using the services provided by “Party B.”
12. Standard Delivery Date: The period required for “Party A” to deliver goods or services to the user, starting from the time the user completes payment (e.g., bank transfer or transaction approval notification) or as notified by “Party A” to the user.
13. Overseas Credit Card: Credit cards issued by foreign credit card companies not authorized in Korea.

Article 3: Obligations and Responsibilities of “Party A” and “Party B”

① “Party A” shall have the following obligations and responsibilities:
1. “Party A” shall notify that while “Party B’s” name is used on the credit card usage statement, the seller of the goods or services is “Party A.” This must be stated in “Party A’s” shopping mall terms and conditions, including a notice that the escrow service for payment is carried out through “Party B.”
2. If a user exercises rights under consumer protection laws, such as the right to withdrawal, the right to raise objections, or requests for purchase cancellation (withdrawal of subscription), returns, or refunds, “Party A” shall process all related matters in accordance with the relevant laws.
3. “Party A” shall verify the authenticity, legality, validity, and ownership of credit card transactions conducted by users. To enable verification in non-face-to-face transactions such as e-commerce or remote sales, “Party B” shall provide electronic authentication methods such as ISP authentication, Secure Click authentication, and joint authentication certificates (formerly public certificates), as agreed separately with the credit card company. “Party A” shall use these electronic authentication methods to confirm that the user is the legitimate cardholder. However, if “Party A” sells games, cash-equivalent products, gift certificates (including new types of gift certificates), etc., prior consent must be obtained from “Party B,” and enhanced authentication methods, such as ARS authentication or SMS authentication per credit card company, must also be applied.
4. “Party A” shall not engage in any of the following acts. “Party A” cannot shift responsibility for violations listed below to “Party B” simply because “Party B’s” name is used for the provision of electronic payment services:
a. Refusing credit card payments or treating users disadvantageously because they use credit cards.
b. Imposing fees related to credit card payments on users.
c. Falsifying transactions as if conducted via credit card without actually selling goods or providing services.
d. Conducting transactions for amounts exceeding the actual sales amount.
e. Conducting credit card transactions under another person’s name.
f. Allowing a third party to use “Party A’s” name.
g. Acting as a payment intermediary without registering as an electronic payment service provider under the Electronic Financial Transactions Act.
h. Falsifying self-sales transactions under “Party A’s” or its representative’s credit card by pretending to sell goods or provide services.
i. Violating any other provisions of the Specialized Credit Finance Act, Electronic Financial Transactions Act, or related laws.
5. “Party A” shall comply with all legal obligations related to its business, including consumer protection laws in e-commerce, and shall bear responsibility for any violations.
6. “Party A” shall not unlawfully retain or leak users' payment information.
7. “Party A” shall not conduct transactions with users of its shopping mall outside of “Party B’s” electronic payment and escrow services.
8. “Party A” shall not falsely alter the delivery status in the escrow system provided by “Party B.”
9. In the event of delivery delays exceeding three days from the standard delivery date or if there is a reason the service cannot be provided, “Party A” shall notify the user of the delay reason and the expected delivery date via wired or wireless communication.
② “Party B” shall have the following obligations and responsibilities
1. “Party B” shall operate all systems to ensure that the electronic payment services and escrow services for payment are provided stably.
2. “Party B” shall provide software, installation manuals, and technical advice related to its services to “Party A.”
3. “Party B” shall comply with legal obligations under the Specialized Credit Finance Act, consumer protection laws in e-commerce, and other applicable laws (including administrative guidelines and directives from relevant authorities such as the Financial Supervisory Service and National Tax Service).
4. “Party B” shall verify the delivery status of transactions processed through the escrow service using phone calls, emails, system integration with delivery companies, or other appropriate means to confirm with the user or “Party A.”
5. “Party B” shall comply with PCI-DSS standards to prevent the leakage of payment information stored, processed, or transmitted during the provision of electronic payment and escrow services.

Article 4: Responsibility for Costs of Software, Equipment, and Line Installation

1. “Party B” shall provide the software necessary for “Party A” to use the electronic payment agency and escrow services. All rights, including copyrights, to the software provided to “Party A” shall belong to “Party B.”
2. “Party A” shall bear the costs of installing any equipment and lines required for the services.
3. Other matters related to the installation of software, equipment, and lines necessary for using the electronic payment agency services shall be determined through mutual agreement.

Article 5: Conditions of Service Use

1. The electronic payment agency and escrow services provided by “Party B” are limited to Payment Institutions affiliated with “Party B.”
2. The services are only available to members of affiliated credit card companies, holders of bank accounts, mobile service subscribers, or individuals eligible to use other financial services.
3. The services shall be provided only for the goods or services specified by “Party A” at the time of this Agreement. If “Party A” wishes to add new goods or services to its shopping mall, it must explicitly notify “Party B” in advance and agree with “Party B” before the services can be applied to the new goods or services. This requirement is intended to prevent transaction cancellations, service interruptions, or contract terminations due to prohibited or restricted items under applicable laws, “Party B's” policies, or those of Payment Institutions.
4. “Party A” agrees that the revenue generated from transactions on its shopping mall will be deposited into the account designated by “Party B.” “Party B” shall receive such funds from Payment Institutions, deduct the agreed service fees, and settle the balance with “Party A” in accordance with this Agreement.

Article 6: Service Availability and Interruption

1. The electronic payment agency services provided by “Party B” shall be available 24 hours a day, year-round. However, this may vary depending on the circumstances of Payment Institutions.
2. In cases of scheduled system maintenance, technical requirements, or unavoidable circumstances involving Payment Institutions, “Party B” may interrupt the services after notifying “Party A” at least three days in advance. However, in emergencies such as natural disasters or urgent situations (including but not limited to DDOS attacks, network disruptions, or issues with Payment Institutions beyond “Party B's” control), “Party B” may suspend the services without prior notice and inform “Party A” afterward.
3. If “Party A” fails to fulfill its contractual obligations, does not generate significant sales or service revenue for an extended period, or has low utilization of the services, “Party B” may temporarily suspend the service until the issue is resolved.

Article 7: Transaction Authorization

1. Payment information required for transaction authorization must be directly entered by the user unless otherwise permitted or agreed upon by “Party B.” “Party A” shall neither request payment information from the user nor enter it on their behalf.
2. Transaction authorization confirms the validity and payment capability of the payment method but does not guarantee the authenticity, legality, validity, or verification of the user's personal usage of the payment method. These responsibilities lie with “Party A.”
3. In the case of credit card transactions, authorization only confirms that the credit card information provided by the user matches the information registered with the credit card issuer and that the card is valid (e.g., the card has not expired, is not subject to payment delinquency, theft, or loss reports). However, authorization does not verify the authenticity, legality, or validity of the transaction or the rightful use of the card by the owner. Therefore, “Party A” cannot claim exemption from liability for fraudulent use of a stolen or lost credit card based solely on transaction authorization.

Article 8: Purchase Requests

1. Transactions eligible for purchase under this Agreement are limited to those authorized by the relevant Payment Institutions, as indicated by the receipt of an authorization code.
2. Purchase requests by “Party A” to “Party B” are categorized into automatic and manual methods. The default method, unless otherwise agreed upon, shall be the automatic purchase request method. In this method, the standard timing for purchase requests is the transaction authorization date unless otherwise agreed.
3. “Party A” must request a purchase within 30 days from the transaction authorization date. “Party B” may reject purchase requests beyond this period or for transactions where product delivery or service provision has not occurred (applicable to merchants using the manual purchase request method).
4. The cycle for “Party B” to claim purchase payments from Payment Institutions shall adhere to agreements between “Party B” and those institutions.

Article 9: Settlement

① “Party B” shall deduct the service fees specified in this Agreement from the settlement amount for valid transaction authorizations processed through its electronic payment services and remit the balance to “Party A” according to the agreed settlement cycle. Settlement under escrow services shall follow these procedures:
1. For confirmed deliveries or services provided, as notified by “Party A” or the user, settlement will be processed within two business days after the user reports receipt to “Party B.”
2. If the user does not dispute delivery (e.g., non-delivery, delays, refund requests) or does not explicitly confirm receipt within two business days after receiving the goods, or five business days after “Party A” registers delivery details, the transaction is deemed completed. Settlement will then occur within two business days of the deemed completion date. Exceptions may apply for transactions involving significantly extended delivery periods (e.g., overseas purchases).
2. Settlements shall be processed only after “Party B” receives the corresponding funds from Payment Institutions. If Payment Institutions delay payment due to their internal circumstances, “Party B” is exempt from its settlement obligations for the duration of the delay.
3. If the designated receiving bank for settlement funds by “Party A” does not have an existing relationship with “Party B,” “Party A” shall bear the bank transfer fees.
4. Settlement amounts shall be disbursed within the agreed monthly settlement limit set by both parties. If the amount exceeds the limit, “Party B” may withhold the excess until “Party A” provides collateral under Article 23, Section 3.
5. If either party discovers errors in payment or settlement, they must notify the other party without delay and correct the overpayment or underpayment.
6. “Party A” must notify “Party B” at least five business days before the intended date of any change to the settlement account and follow “Party B's” designated procedures for the change.
7. If “Party A” wishes to assign its settlement receivables to a third party, it must obtain “Party B's” consent. Any assignment without such consent shall not be enforceable against “Party B.”

Article 10. Special Provisions Regarding Credit Card Payment Services

1. In the case of interest-free installment events or various promotional events conducted by "B" in consultation with credit card companies, "A" shall notify users in the manner specified by "B." If "A" provides incorrect or differently formatted notifications, "A" shall be responsible for any resulting issues. However, "A" and "B" may agree to alter the notification method by mutual agreement.
2. Notifications regarding interest-free installment or promotional events conducted by "B" in consultation with credit card companies will be sent to the primary email address provided by "A" when entering into the electronic payment service agreement. If "A" changes their primary email address or wishes to receive notifications at a different email address, "A" must notify "B" in writing. "B" shall not be held responsible for missed notifications if "A" fails to inform "B" of changes to the primary email address in writing.
3. Installment transactions conducted through the electronic payment services provided by "B" shall comply with the Installment Transactions Act.
4. "B" shall provide "A" with the installment months approved by credit card companies.
5. If "A" engages in multi-level marketing involving membership structures with commissions (regardless of the terminology used) or sells goods or services that are difficult to fulfill or likely to generate complaints, "B" may halt installment transactions or limit the number of installment months
6. In preparation for cases where reasons for installment objections arise from users, "B" may request "A" to provide collateral.
7. Transactions rejected by credit card companies during the settlement process shall be handled by "A" and "B" in accordance with procedures established by the credit card companies. However, if the manual acquisition method is chosen, "A" shall take full responsibility for re-requests or other necessary actions.
8. If a credit card transaction is fully canceled, "A" shall not bear the service fees related to the canceled transaction. In the case of partial cancellations, "A" shall bear the service fees only for the valid and uncanceled portion of the transaction.
9. If credit card companies require "B" to comply with specific contractual obligations related to the provision of electronic payment services, including special agreements or the standard terms for credit card merchants, "A" shall also comply with these obligations.
10. If "A" wishes to use additional services not stipulated in this agreement, such as foreign-issued credit card services, ARS credit card services, automatic approval credit card services, manual credit card payment services, or bulk transfer services, "A" and "B" shall execute a separate written agreement.

Article 11. Special Provisions Regarding Mobile Phone Payment Services

1. In the case of mobile phone payment services, minors (defined as individuals under the age of 19, subject to changes based on the policies of mobile carriers) may not use their own mobile phones to purchase "A's" goods or services, and "A" shall not provide goods or services to minors.
2. If a minor uses a mobile phone registered in a parent’s name to purchase "A's" goods or services and the parent subsequently requests a cancellation of the payment, "A" shall comply with such a request.
3. "A" shall bear full responsibility for resolving all issues (including complaints) arising from the transactions described in Paragraphs 1 and 2, including those involving minors using a parent’s mobile phone.
4. Mobile phones that are not eligible for mobile payment services, as defined by mobile carriers, include phones on youth plans, phones registered under minors, prepaid phones marked as payment-restricted at the customer's request, and corporate phones (under corporate ownership). This is subject to change according to the policies of mobile carriers, and "A" agrees to comply.
5. Transactions paid for via mobile phone can only be canceled within the same month as the payment date (until the end of the month in which the payment was made). Refunds beyond cancellations require a separate written agreement between the parties. However, this is subject to changes in mobile carrier policies.
6. If "A" cancels a transaction that has already been billed to the user by the mobile carrier, "A" shall bear responsibility for the resulting refund.
7. Upon entering into a contract with "B," "A" must accurately register the type of goods or services provided to users (either as "content," meaning non-physical digital content, or "physical goods"). If "A" registers goods or services as "physical goods" despite them being "content," "B" may take any of the following actions, and "A" shall not object:
1. Immediate request for the return or offset of fees acquired by "A" from the transaction.
2. Cancellation of all transactions arising from the misregistration or an increase in service fees (both measures may be taken concurrently).
3. Immediate termination of this agreement and claims for damages if "A" refuses to comply with actions outlined in Items 1 and 2.
8. In providing goods or services to users, "A" must comply with Article 16 of the "Guidelines on the Operation of Communication Fee Services" by using the electronic payment gateway provided by "B" and obtaining the user’s consent to the terms of the communication fee services provided by "B." All liabilities arising from violations of this provision shall rest with "A."
9. Settlement of payments for mobile phone payment services is divided into "collection-based settlement" (based on collected amounts from the mobile carrier, excluding non-payments by mobile carrier subscribers) and "preliminary settlement" (based on the occurrence of transactions, regardless of whether mobile carrier subscribers have paid).
10. In cases where "A" uses collection-based settlement, "B" shall transfer the settlement amount for the collection month (M) to the account designated by "A" on the last business day of the second subsequent month (M+2), for a period of up to 24 months (24 cycles). Payments will cease thereafter. However, alternative agreements or expedited schedules per mobile carrier policies may apply, and settlements may be delayed due to the mobile carrier's circumstances. If the mobile carrier deducts separate collection fees (such as costs incurred for debt collection) from the settlement amount, "B" shall notify "A" and deduct the corresponding amount from the settlement.
11. Matters related to the use of mobile phone pre-settlement services, settlement cycles, and service fees shall be subject to separate written agreements between "A" and "B." In case of discrepancies between the separate written agreements and this contract, the separate agreements shall prevail. For the use of mobile phone pre-settlement services, "A" agrees to the following:
1. "A" agrees to assign claims for payment of goods or services sold to users to "B" and delegates all authority for notifying users of the assignment to "B."
2. "A" affirms that as of the execution of the pre-settlement service addendum, there are no claims for payment of goods or services sold to users that have been assigned to third parties, nor are such claims subject to seizure or provisional seizure by third parties. "A" also guarantees that the claims can be collected from users without issue and that "B" can exercise the assigned claims without hindrance.

Article 12. Special Provisions Regarding Account Transfer Services

Account transfer services are only provided for banks affiliated with the Korea Federation of Banks, and they are separately announced via the internet sites operated by "B."

Article 13. Special Provisions Regarding Virtual Account Services

1. "B" shall assign virtual account numbers to "A," and "A" shall assign these numbers to its users. If no transaction occurs during the validity period after a user is assigned a virtual account number, "B" may reclaim the assigned virtual account number.
2. "A" shall manage the virtual account numbers assigned by "B" under its own responsibility and handle any disputes related to deposits by users.
3. "A" shall not use the virtual account numbers assigned by "B" for purposes other than those authorized by "B."
4. Transactions completed via virtual account services cannot be canceled by "A" or users as a general rule ("B" does not provide an electronic payment gateway system for canceling virtual account transactions). However, in cases of errors by the bank (e.g., withdrawal from an incorrect account), the bank may cancel the transaction ex officio. In such cases, "A" shall not bear the service fee related to the canceled transaction.
5. If a user requests a refund or cancellation of a transaction made via the virtual account service, "A" shall handle such requests directly. However, if "A" and "B" enter into a separate written agreement, "B" may process refunds to users’ accounts on behalf of "A" (referred to as the "Virtual Account Refund Agency Service"). In this case, "A" shall bear an additional fee for the refund agency service, separate from the service fee.

Article 14. Special Provisions Regarding Simplified Payment Services

1. Simplified payment services shall be governed by the Supplementary Agreement for Use of Simplified Payment Services. In case of discrepancies between this contract and the supplementary agreement, the provisions of the supplementary agreement shall prevail.
2. Transactions made through the simplified payment services shall follow the cancellation procedures specified for each original payment method in this contract.
3. All matters related to the use of simplified payment services shall be governed by the terms and conditions of the respective simplified payment service providers.

Article 15. Special Provisions Regarding Gift Card Payment Services

All matters related to the use of gift card payment services shall be governed by the terms and conditions of the respective gift card issuers.

Article 16. Withholding of Payment

① 1. "B" may withhold part or all of the settlement amount in the following cases and must notify "A" of the payment withholding:
1. If "A" engages in cash discounts or resale activities using the goods or services it handles.
2. If "A" illegally operates businesses such as membership programs, multi-level marketing, gift cards, prepaid services, voucher distribution, or similar financial schemes, leading to potential future transaction cancellations.
3. If users raise objections due to non-use (e.g., lost, stolen, forged, or altered credit cards) or non-delivery of goods.
4. If the purchase request details submitted by "A" differ from the payment details processed by the payment institutions.
5. If complaints arise due to "A's" failure to fulfill obligations specified in Article 3, Paragraph 1, Item 9.
6. If "A" violates Article 5, Paragraph 3 by failing to explicitly notify "B" about the addition of new goods or services or applies "B's" electronic payment gateway services to such items without prior agreement.
7. If "A" fails to provide compensation or guarantees as stipulated in Article 23.
8. If there is an abnormal increase or decrease in "A's" scheduled settlement amounts, or if there is a possibility of canceled transactions due to complaints or objections.
9. If "A" is subject to preservation measures (e.g., seizure, provisional attachment) or enforcement by a third party.
10. If "A" intends to discontinue using "B's" electronic payment gateway services, and it is necessary to withhold a certain amount from the settlement to address potential cancellations or complaints from users (including cases where the contract is terminated under Article 22). Settlement amounts withheld under this item shall be paid to "A" in installments after two months, based on the completion of installment payments and the absence of complaints. However, if objections persist or are likely to arise, "B" may postpone the payment until the risks are resolved.
11. If the settlement amount exceeds the monthly settlement limit specified in Article 9, Paragraph 4. ("B" shall pay the withheld amount within three business days after receiving guarantees such as performance bonds for the excess amount.)
② If the settlement amount subject to withholding under the previous paragraph has already been paid to "A," "B" may withhold the equivalent amount from the next scheduled settlement.
③ If the withheld settlement amount is later released to "A" due to the resolution of the withholding reason, only the principal amount shall be paid unless otherwise specified. "B" shall not be held liable for damages resulting from the withholding unless gross negligence is proven.

Article 17. Transaction Cancellation

1. If a user requests a transaction cancellation from "A" in accordance with consumer protection laws and regulations or the transaction policies of payment institutions, "A" must immediately request the cancellation from "B."
2. In principle, "A" must return the previously settled amount for the canceled transaction to "B" simultaneously with the cancellation request. "B" may reject "A's" cancellation request if the settled amount is not returned.
3. If a user or payment institution directly requests a transaction cancellation from "B," "B" shall notify "A" of the request by phone or in writing (including electronic documents such as email). "A" must respond with the result of the cancellation process within three business days of the notification. If "B" does not receive the response within this period, "B" may process the cancellation request directly and notify "A" of the result by phone or in writing.
4. "B" may deduct the amount to be returned for canceled transactions from the subsequent settlement amount to "A."
5. If "A" violates Article 5, Paragraph 3 by failing to explicitly notify "B" about the addition of new goods or services or applies "B's" electronic payment gateway services to them without prior agreement, "B" may cancel the relevant transactions

Article 18. Handling User Objections

1. If a user raises an objection due to non-use (e.g., lost, stolen, forged, or altered credit cards) or non-delivery of goods, "A" must resolve the issue at its own responsibility and expense.
2. "B" may take measures specified in Article 16 (Withholding of Payment) and Article 17, Paragraph 4 (Deduction from Next Settlement Amount) in response to user objections.
3. If "B" deducts the previously settled amount from the collateral provided by "A," "B" may request an increase in the collateral amount.
4. If a user orders goods or services and completes the payment, "A" must ensure delivery of the goods or performance of the service within the standard delivery time and retain supporting evidence. Upon reasonable request by "B," "A" must promptly provide such evidence.
5. If "A" fails to provide the required evidence under the preceding paragraph, "B" may deduct the relevant amount from the next settlement payment. If the next settlement payment is insufficient or the contract is terminated or expired, "A" must return the amount using a method designated by "B."
6. If "A" provides evidence confirming the user's use, delivery, or service performance for the disputed transaction, "B" shall, after consulting with the payment institution, add the returned amount to the next settlement payment to "A."

Article 19. Registration Fees and Annual Fees

1. "A" must pay a designated registration fee to "B" before initiating the use of "B's" electronic payment gateway services, except in cases of contract renewal or when the fee is waived under specific terms.
2. The registration fee covers system registration costs for the electronic payment gateway and payment institutions. Once system registration is complete and an ID is issued, the fee is non-refundable, except in cases where the contract is terminated due to reasons attributable to "B."
3. If "A" downloads software from "B's" website or receives software provided by "B," "A" must pay the registration fee to "B" regardless of whether the contract is finalized.
4. "A" must pay a designated annual fee to "B."
5. The amount and payment schedule of the annual fee shall be determined by "B" on an annual basis.
6. Registration fees and annual fees must be paid before any fees for electronic payment gateway services.

Article 20. Service Fees

1. "A" shall pay service fees to "B" for the use of electronic payment gateway services and payment deposit services. The service fees are determined considering the fees agreed upon between payment institutions and "B," as well as "B's" work in approval, settlement, payment operations, and risk management.
2. The service fees shall be based on the agreed rates and amounts between "A" and "B" for valid transactions.
3. Changes in fees imposed by payment institutions may affect the service fees payable by "A," and "B" must notify "A" of such changes before applying them.
4. "B" shall deduct the service fees from the transaction amount before remitting the remaining balance to "A."
5. "B" shall issue an electronic tax invoice for the service fees to "A" once a month (within 10 days after the end of the settlement period).
6. "A's" obligation to pay service fees to "B" shall remain in effect even after the termination or expiration of this contract, as long as any outstanding service fees are due.

Article 21. Contract Duration

This contract is valid for one year from the date of signing. If neither party notifies the other of their intention not to renew the contract in writing one month before the expiration date, the contract will automatically be extended for another year under the same terms as the previous contract.

Article 22. Contract Termination

① Either "A" or "B" may terminate this contract if the other party fails to fulfill or violates any of its obligations under the contract, and the violation is not remedied within 30 days of a written notice requesting correction.
② Either "A" or "B" may terminate this contract without a separate notice if any of the following events occur:
1. The business related to this contract becomes difficult to continue due to a violation of the law.
2. Bankruptcy, rehabilitation procedures, tax arrears, seizure of important business assets, suspension of business, or closure makes it difficult to continue operations.
3. The rights and obligations under this contract are transferred to a third party without the other party's consent.
4. "A" fails to adequately cooperate in resolving three or more serious complaints (such as verbal abuse or threats by a user) made by users regarding the goods or services of "A," and "A" does not provide substantial cooperation in resolving these complaints.
5. "A" violates Article 5, Paragraph 3 by failing to explicitly notify "B" about the addition of new goods or services, or applies "B's" electronic payment gateway services to new goods or services before mutual agreement.
6. Either party engages in verbal abuse or threats against the other party, damaging the trust of the contract.
7. If actions in violation of business practices or ethical standards make the continuation of the contract difficult.
③ If "B" terminates the contract due to the above-mentioned reasons, "B" may withhold settlement payments to handle any future disputes.

Article 23. Compensation for Damages and Collateral

① Both "A" and "B" are responsible for any damages caused during the performance of this contract due to their own breach. If such damages occur, the responsible party must fully compensate the other party.
② "A" is fully responsible for and must compensate for any damages arising from unauthorized modifications or changes to the electronic payment gateway and payment deposit systems provided by "B."
③ "B" may request that "A" submit a performance guarantee insurance policy as collateral to secure "B's" debt performance related to this contract. However, if "A" cannot obtain performance guarantee insurance for any reason, the parties may mutually agree to substitute the insurance with a deposit lien or cash collateral. The terms of the performance guarantee insurance or other collateral are as follows:
1. The amount of performance guarantee insurance or collateral is determined by "B," considering "A's" transaction scale, financial stability, creditworthiness, and complaints. "B" may request an increase in the insurance or collateral amount based on changes in "A's" transaction scale or credit status.
2. "B" may withhold settlement payments if the performance guarantee insurance or collateral expires. If "A" fails to renew the collateral contract, "B" may immediately terminate the contract.
3. If at least one transaction occurs through "B's" electronic payment gateway and payment deposit services during the contract period, the performance guarantee insurance or collateral established at the time of contract signing or during the contract period will not be terminated.

Article 24. Modification of the Contract

1. Any modification of all or part of this contract can only be made through written agreement between "A" and "B."
2. If the contract content is automatically modified or if "B" is given the right to modify it, unless otherwise specified, the modification will take effect when "B's" written notice (including email, fax, or other electronic documents) reaches "A."

Article 25. Reporting and Use of Specific Financial Transaction Information

In order to fulfill the obligations under the Specific Financial Transaction Information Reporting and Use Act (hereinafter referred to as the ‘Specific Financial Information Act’), such as customer identity verification (including verification of customer identity, actual owner, purpose of the transaction, and source of transaction funds), and the obligation to report suspicious transactions, if "B" requests relevant documentation from "A", "A" must promptly respond to "B’s" request. If "A" delays the submission of the requested documentation for compliance with the Specific Financial Information Act, "B" may refuse to fulfill its obligations under this contract until the requested documentation is provided.

Note on the Implementation of the Specific Financial Information Act:
☞ As of July 1, 2019, under the Specific Financial Transaction Information Reporting and Use Act, electronic financial transaction providers (i.e., "B", the electronic payment gateway service provider) are required to verify the identity of their customers (i.e., "A", the counterparty to the electronic payment gateway contract), confirm the actual owner of the customer, and meet other related obligations.
☞ Information collected for compliance with these obligations (including actual name verification materials, financial transaction data subject to reporting, and other customer verification data) will be retained for five years after the termination of the financial relationship. This information will only be used for purposes defined in this contract and the law.
☞ If the customer refuses to provide information or verification is impossible, the electronic payment gateway provider may refuse the transaction or, if a relationship has already been established, terminate the transaction, as required by the law.

Article 26. Data Retention

1. "A" must retain documentation regarding the delivery of goods or the provision of services and verification of the user's actual use. Upon request from "B," a payment institution, a court, law enforcement agencies such as the police or prosecutor's office, tax authorities like the National Tax Service, or financial supervisory authorities, "A" must promptly submit the relevant documentation.
2. Both "A" and "B" must retain sales and related data under this contract for a minimum of 5 years. If either party makes a legitimate request, the other party must submit the data within three business days from the date of notification.
3. "A" must regularly verify that the transaction records it retains match the transaction records held by "B" through the electronic payment system. If discrepancies are found, "A" must promptly notify "B."

Article 27. Confidentiality

① "A" and "B" are prohibited from disclosing any management information, business information, technical information, contract details, or any other information acquired during the course of this contract (hereinafter referred to as 'Confidential Information') to third parties without prior consent from the other party. However, the following types of information are not considered Confidential Information:
1. Information that the recipient already knew or held before receiving it from the disclosing party.
2. Information that the recipient independently obtained without using the Confidential Information.
3. Information that the recipient independently produced without reference to the disclosing party's Confidential Information.
4. Information that became publicly available without fault of the recipient, either at the time of receipt or after.
② Confidential Information may be disclosed in cases where there is a request for information or documents from payment institutions, courts, law enforcement agencies, financial supervisory bodies, or tax authorities, in accordance with legal requirements. In such cases, disclosure should comply with applicable laws and be limited to the minimum required.
③ A party that violates this article must compensate the other party for any damages caused by the violation.

Article 28. Responsibility for Management of "A's" ID and Password

① "A" is responsible for managing the ID and password (hereinafter referred to as "ID, etc.") provided by "B" to access the merchant management page and other systems. "A" must not allow third parties to use the ID, etc.
② If there is a risk of data breaches or if "A's" ID, etc. could be mistaken for an operator or employee of "A," or if it interferes with "B's" security or business confidentiality, "B" may take necessary actions such as restricting access to the ID.
③ If "A" becomes aware that their ID, etc. has been stolen or is being used by a third party, they must immediately notify "B" and follow "B's" instructions.
④ "B" is not responsible for any disadvantages suffered by "A" due to violations of this provision unless caused by "B's" intent or gross negligence.
⑤ "A" understands the following actions could interfere with "B's" operations and must avoid them:
1. Hacking attacks such as scraping, crawling, web hacking, reverse engineering, and decompiling.
2. Transferring or lending "A's" ID, etc. to third parties without "B's" consent or using an ID obtained from a third party.
3. Using the service for purposes unrelated to "B's" services, thereby consuming server or database resources.
4. Violating laws related to communication networks, servers, software, etc., such as the Copyright Act, the Information and Communications Network Act, and others.
- Notice on Unauthorized Third-Party Disclosure of IDs and Passwords:
- • Recently, some merchants ("A") have been found to provide their IDs and passwords to third parties, leading to unauthorized access to "B's" systems. Such actions circumvent "B's" efforts to prevent unauthorized system access.
- • Third parties that gain access to "B's" system without permission could be violating several laws, such as the Information and Communications Network Act (unauthorized intrusion), the Electronic Financial Transactions Act (unauthorized access), the Unfair Competition Prevention and Trade Secret Protection Act (infringement of trade secrets), and the Personal Information Protection Act (violation of password encryption requirements).
- • If "A" allows third parties to access "B's" systems, the third parties may act as if they are "A," gaining full access to information and causing potential harm. For example, if a third party deletes "A's" information, "A" will bear all responsibility for the resulting damages.
- • "B" applies one-way encryption to "A's" password to prevent additional damage in case of a security breach. If "A" shares their password with a third party and a security breach occurs, "A" should be cautious, as it could lead to further damage, such as credential stuffing, where the same login credentials are used on multiple sites for hacking.

Article 29. Compliance with Anti-Bribery and Corruption Laws

1. "B", its employees, persons responsible for acts or omissions on behalf of "B", or anyone acting as an agent or representative of "B" must not engage in any acts that violate criminal laws, the Act on Prohibition of Improper Solicitation and Receipt of Money and Goods, the Foreign Corrupt Practices Act, or any other anti-corruption laws related to or potentially affecting this contract.
2. "B" guarantees that it has familiarized itself with the relevant laws mentioned in Paragraph 1 and assures that no prohibited acts have been committed in relation to the performance of this contract. "B" also guarantees that such violations will not occur in the future.

Article 30. Jurisdiction

Any disputes arising in connection with this contract shall be subject to the jurisdiction of the court located in the area where "B" is located.

Article 31. Interpretation

In the event of any ambiguity, discrepancies or inconsistency between the English and Korean versions of this Agreement, the Korean version shall prevail.