SHOPLIVE PLATFORM SERVICE AGREEMENT

This SHOPLIVE Platform Service Agreement (hereinafter referred to as the “Agreement”) is entered into by and between “00” (hereinafter referred to as the “Client”) and SHOPLIVE Korea Co., Ltd. (hereinafter referred to as the “Provider”). The parties, through mutual agreement, establish the terms and conditions governing the provision and use of the SHOPLIVE platform services, as set forth below.

Article 1 (Purpose)

This Agreement, including all annexes hereto, sets forth the rights and obligations of the Provider and the Client with respect to the provision and use of the SHOPLIVE solution services, as specified in Annex I. The Provider shall supply the SHOPLIVE solution services for use on the Client’s online website and mobile applications, and the Client shall compensate the Provider for such services in accordance with the terms stipulated herein. The purpose of this Agreement is to ensure mutual benefit and cooperation between the parties.

Article 2 (Definitions)

For the purpose of this Agreement, the following terms shall have the meanings ascribed to them below:

1. “Admin Guide” refers to the technical documentation provided by the Provider, accessible at https://docs.shoplive.cloud/docs.

2. “Network Usage” refers to the data usage incurred by the Client while utilizing the services provided under this Agreement, including but not limited to replay, preview, Picture-in-Picture (PIP), and data downloads.

Article 3 (Scope of SHOPLIVE Solution Services)

1. The SHOPLIVE solution services under this Agreement shall consist of the following: (1) Live Service (2) Short-form Service (3) AI Clip Service. The detailed scope of services is outlined in Annex I.

2. Live Service

   The Live Service includes the following components:

   - Technical Support for the Installation of the SHOPLIVE Live Solution

   - Grant of Usage Rights for the SHOPLIVE SaaS Live Solution

   1. The Technical Support for Installation encompasses assistance with the integration of SHOPLIVE Javascript SDK or iOS/Android SDK into the Client’s online website and mobile applications.

   2. The SaaS Live Solution Usage Rights shall grant the Client access to the streaming solution, web-based management tools, and web clients. The Provider shall also furnish technical support and implement complimentary upgrades throughout the contract term.

3. Short-form Service

   The Short-form Service comprises:

   - Technical Support for the Installation of the SHOPLIVE Short-form Solution

   - Grant of Usage Rights for the SHOPLIVE SaaS Short-form Solution

   1. The Technical Support for Installation encompasses assistance with the integration of SHOPLIVE Javascript SDK or iOS/Android SDK into the Client’s online website and mobile applications.

   2. The SaaS Short-form Solution Usage Rights shall grant the Client access to the streaming solution, web-based management tools, and web clients. The Provider shall also furnish technical support and implement complimentary upgrades throughout the contract term.

   
   

4. AI Clip Service

   The AI Clip Service consists of:

   - Grant of Usage Rights for the SHOPLIVE SaaS AI Clip Solution

   1. The SaaS AI Clip Solution Usage Rights shall grant the Client access to media solutions, web-based management tools, AI-powered video segment editing, Speech-to-Text (STT), automatic title extraction functions, and other related functionalities.

Article 4 (Term of Agreement)

1. This Agreement shall be effective from the execution date and shall remain in effect until the service expiration date, as specified in Annex II.

2. Unless either party provides written or electronic notice of its intent not to renew or to modify this Agreement at least one (1) month prior to the expiration date, the Agreement shall be automatically renewed under the same terms and conditions for a period equal to the initial contract term.

Article 5 (Provision of Services)

The Provider shall render the SHOPLIVE solution services as specified in Annex I during the contract term and shall provide the Client with the Admin Guide, as well as any necessary training.

1. The Provider shall ensure 24/7 service availability during the contract term, subject to scheduled maintenance or system upgrades. In such cases, the Provider shall notify the Client at least five (5) business days in advance, except in cases requiring immediate attention.

2. Should a service failure occur due to the Provider’s fault, the Provider shall promptly investigate and rectify the issue. The Client shall cooperate as necessary to facilitate such resolution.

3. The Provider shall securely delete all Client data obtained or processed under this Agreement within thirty (30) days following contract termination.

Article 6 (Service Fees)

The monthly service fee consists of the following components:

• Monthly License Fee

• Monthly Streaming Fee

The Client shall pay the service fees specified in Annex III on a monthly basis. Additionally, if the installation support scope is expanded or the installation support period is extended, the Provider may charge an additional fee, subject to mutual agreement with the Client. The Client shall pay such additional costs as calculated in accordance with Article 7, along with the regular service fees.

1. The Monthly License Fee, as specified in the annex, is determined based on the contracted capacity and shall be incurred even in months where no live broadcasts are conducted.

2. The Monthly Streaming Fee, as specified in the annex, is calculated based on any excess network usage beyond the contracted capacity, applying an additional charge. The network usage includes, but is not limited to, replay, preview, and Picture-in-Picture (PIP) usage.

Article 7 (Billing and Payment Terms)

1. The Provider shall furnish the Client with a detailed invoice, including network usage breakdown, no later than the 10th business day of the following month.

2. The Provider shall issue a tax invoice by the 10th business day of each month, and the Client shall remit payment to the Provider’s designated bank account by the end of the same month.

Article 8 (Amendments)

1. Any amendments to this Agreement shall require mutual written consent and must be executed in a signed written agreement.

2. If the Client requests modifications that necessitate additional resources from the Provider, the Client shall bear any associated costs.

Article 9 (Suspension of Service)

1. Should the Client fail to remit service fees for a period of three (3) months, the Provider may suspend services immediately upon written or electronic notice.

2. If the Client settles all outstanding fees within three (3) business days, service provision shall be resumed.

Article 10 (Termination of Agreement)

1. If either party fails to fulfill its obligations under this Agreement, the other party may provide written notice specifying the nature of the breach and allowing a period of fifteen (15) days for remediation. If the breach is not remedied within the specified period, the non-breaching party may immediately terminate this Agreement. However, if the Client fails to take the necessary corrective actions as set forth in Article 9, Paragraph 2, the Provider may terminate this Agreement immediately upon notice to the Client.

2. Either party may terminate this Agreement if any of the following events occur with respect to the other party:

• If a significant portion of assets is subject to attachment, provisional disposition, or auction, making it impracticable to continue business operations.

• If bankruptcy, rehabilitation, or similar proceedings are filed, making it unlikely that the business can continue.

• If the other party engages in inappropriate conduct or business practices that significantly damage its corporate image or result in liability for damages to a third party.

3. If any of the termination events described in the preceding paragraph occur, the affected party shall promptly notify the other party in writing.

4. The termination of this Agreement shall not affect the right to claim damages for any breach. Furthermore, any provisions that, by their nature, are intended to survive termination shall remain in effect even after the termination of this Agreement.

Article 11 (Liability and Compensation)

1. If either party fails to fulfill its obligations under this Agreement, thereby causing damage to the other party, the affected party shall have the right to claim compensation for damages incurred as a result of such failure.

2. The Client may claim compensation for damages from the Provider only in cases where a service malfunction caused by the Provider’s system failure directly impacts the Client’s service operations towards its end-users. The compensation amount shall be calculated based on the estimated network usage during the service downtime, in proportion to the basic data usage rate. However, in no event shall the compensation amount exceed the Monthly License Fee.

3. In order to claim compensation as set forth in Paragraph 2, the Client must provide the Provider with all necessary documentation and data requested by the Provider for the purpose of calculating the damage amount.

4. If the Client terminates or cancels this Agreement before the end of the contract term, the Provider shall have the right to claim compensation for early termination. The compensation amount shall be calculated as 50% of the total remaining Monthly Service Fees that the Provider would have received had the Agreement remained in effect.

Article 12 (Disclaimer of Liability)

1. Neither party shall be held liable for any damages incurred by the other party due to force majeure events, including but not limited to natural disasters, national emergencies, power outages, facility malfunctions, or other uncontrollable circumstances.

2. The Provider shall not be held liable for service interruptions or malfunctions arising from any of the following circumstances:

a. Scheduled maintenance or system upgrades as stipulated in Article 5, Paragraph 1.

b. Unauthorized modifications, additions, or alterations made by the Client to its platform or system environment without prior consultation with the Provider, leading to service disruptions or malfunctions.

c. Network failures of telecommunications service providers as defined under the Telecommunications Business Act.

d. Failures in facilities or equipment not directly owned or operated by the Provider, causing unforeseeable service disruptions.

e. Cyberattacks, including hacking, that occur despite reasonable protective measures being in place.

f. Service malfunctions resulting from the Client’s failure to comply with the Admin Guide or training instructions provided by the Provider.

g. Any other circumstances beyond the reasonable control of the Provider that result in service disruptions or failures.

Article 13 (Personal Information Protection)

1. If the Provider is unavoidably entrusted with personal information by the Client, it shall not subcontract or re-entrust such personal information to a third party, except when necessary for service provision. The Client shall obtain prior consent from data subjects as required.

2. The Client shall comply with all applicable personal data protection laws and regulations, including but not limited to the Personal Information Protection Act.

Article 14 (Prohibition of Assignment of Rights and Obligations)

Neither party may assign, transfer, or delegate all or any portion of its rights or obligations under this Agreement to a third party without prior written consent from the other party.

Article 15 (Confidentiality Obligation)

1. Both parties shall maintain the strict confidentiality of any business or technical information obtained during the execution of this Agreement and shall not use or disclose such information to any third party without the prior written consent of the other party. However, disclosure may be permitted if required by law or by order of a government authority, provided that the disclosing party notifies the other party in advance and consults regarding the scope and method of such disclosure.

2. The confidentiality obligations set forth in Paragraph 1 shall survive the expiration, termination, or cancellation of this Agreement. Any party in breach of this clause shall be liable for damages incurred by the other party as a result.

Article 16 (Use of Trade Names and Branding for Publicity)

During the term of this Agreement, both parties may utilize the trade name, logo, and branding (B.I.) of the other party for promotional purposes, including website listings and marketing materials. However, upon request by the other party, such usage shall be immediately discontinued.

Article 17 (Dispute Resolution)

1. Any matters not expressly stipulated in this Agreement shall be resolved through mutual consultation between the parties.

2. In the event of a dispute between the parties arising from or relating to this Agreement, both parties shall make reasonable efforts to resolve the matter amicably through good-faith negotiations.

3. If a resolution cannot be reached through negotiations, the dispute shall be referred to the Seoul Central District Court, which shall have exclusive jurisdiction as the court of first instance.

Article 18 (Notices and Communications)

1. In the event of any changes that affect the performance or execution of this Agreement, both parties shall promptly notify the other party.

2. Unless otherwise specified in this Agreement, all notices, communications, and notifications required under this Agreement shall be made in writing and delivered to the other party’s address as specified in the contract. Such notices may be sent via postal mail or email to the designated contact person, as mutually agreed upon by the parties. If either party changes its address, designated contact person, or contact details, it shall immediately inform the other party.

3. Unless otherwise stipulated, all notices shall become effective upon receipt by the other party, in accordance with the methods specified in Paragraph 2.

Article 19 (Interpretation of the Agreement)

1. Any annexes attached to this Agreement shall have equal legal force as the main contract.

2. In the event of any inconsistency between the Agreement and its annexes, the annexes shall take precedence.