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DESIGNER POLICY

  1. Overview

    1. This Designer Policy (“Designer Policy”) shall govern your use of or access to our website (www.shapl.com) (“Website”), our services, or any applications (including mobile applications) made available by SHAPL, if any, (together, the “Services”) which allows designers to upload proprietary designs, information, data, images, graphics, photos, works of authorship, and other contents or materials (“Content”) to be submitted, posted and displayed on our Website. Content shall be displayed for review by users, and certain Content may be manually selected by us for the manufacture and production of finished products to be sold commercially.
    2. Our Services is also governed by a set of “Terms of Use”, in addition to this Designer Policy. Before using our Website or our Services, you should also carefully read the Terms of Use. If there is a conflict between the terms of this Designer Policy and the Terms of Use, this Designer Policy shall prevail. Our “Privacy Policy” applies to the personal information you provide to us. By using our Website and our Services, you agree to the terms of the Privacy Policy.
    3. This Designer Policy is between you, the person or company using our Website ("you" or "your"), and SHAPL Co., Ltd., [#1205, 40, Cheonggyecheon-ro, Jung-gu, Seoul 04521] (“SHAPL”, "we", "us", or "our"). References in this Designer Policy to “you” or “your” are references to you in your capacity as a designer and/or creator of Content.
    4. By using our Website, opening an account or by clicking to accept or agree to this Designer Policy when this option is made available to you, you accept and agree to be bound and abide by this Designer Policy, Terms of Use, and our Privacy Policy, incorporated herein by reference.
    5. We may modify, update or discontinue the Website or our Services at any time. We may amend this Designer Policy at any time, and will update the applicable part of this Designer Policy on our Website or may provide written notification to you in respect of such amendments. All such amendments will be effective as of the date of publication of the updated applicable part of this Designer Policy on our Website. Your continued use of our Website, after such amendments are made, shall be deemed to be acceptance of the amended terms.
    6. This Designer Policy shall be effective as of the date on which you register with us on our Website, and shall continue until it is terminated by you or us in accordance with this Designer Policy (“Term”).
  2. Content and Licensing

    1. Content License. We do not claim ownership of any Content that you post on or through the Services. Instead, you hereby grant us a non-exclusive, perpetual, fully paid and royalty-free, irrevocable, transferable, sub-licensable, worldwide license and right to use, store, display, reproduce, save, and distribute your Content on our Website and through our Services (“Content License”). You understand and agree that SHAPL, in performing the required technical steps to provide the Services to our users, may need to translate, modify or otherwise make changes to your Content to conform and adapt such Content to the technical requirements of connection networks, devices, services or media. You further understand and agree that the Content License shall be deemed to have been granted to SHAPL once you have uploaded any of your Content on our Website or through the Services and that such Content License shall be irrevocable.
    2. Content Rating System. Content displayed on our Website shall be incorporated and subject to our public user-ratings system whereupon users shall have the option to designate “like” clicks for certain Content. Such Content having acquired a certain number of “like” clicks may be manually selected by SHAPL, at SHAPL’s sole and absolute discretion, for the manufacture and production of finished products utilizing or adopting such Content design or concept (“Finished Product”) to be sold commercially by us or through our designated agents or representatives. For the avoidance of doubt, SHAPL is under no obligation to select any Content for the manufacture and/or production of any Finished Product.
    3. Production and Sales License. In the event SHAPL selects any Content for the manufacture and production of the Finished Product pursuant Section 2.2 above and notifies you in writing thereof, you shall grant SHAPL an exclusive, perpetual, irrevocable, transferable, sub-licensable, and worldwide license and right to (i) use and adopt your selected Content for purposes of manufacture and production; (ii) manufacture, produce and package the Finished Product through any of our designated third party agents, developers and/or manufacturers; (iii) warehouse and inventory the Finished Product; (iv) use trademarks or any proprietary marks associated with Content and/or your personal name for marketing and promotional purposes; and (iv) market, promote, distribute and sell the Finished Product on our Website and through our Services (“Production and Sales License”); provided, that the term of exclusivity shall be for a period of five (5) years commencing on the date of your receipt of written notification that SHAPL has selected your Content for the manufacture and production of the Finished Product pursuant to Section 2.2 (“Exclusivity Term”). Upon expiration of the initial Exclusivity Term, the Production and Sales License shall be automatically renewed for a five (5) year period unless, at least ninety (90) days prior to the renewal date, either party gives the other party written notice of its intent to terminate term of the Production and Sales License. For the avoidance of doubt, the Production and Sales License shall survive the expiry or termination of the initial or extended Exclusivity Term until all inventoried and warehoused supply of Finished Product produced during any of the initial or extended Exclusivity Period have been distributed and sold in accordance with this Designer Policy.
    4. Royalty Calculation. In consideration of your grant of the Production and Sales License and the generation of sales and revenue thereof (“Sales”), we will pay you royalty (“Royalty”) equal to the total Net Revenue (as defined below) multiplied by fixed royalty rates. (click here for the latest applicable royalty rates)”

      SHAPL reserves the right to adjust and/or change the Chart at any time and at its sole and absolute discretion. Any such adjustments to the Number of “Like” Click and/or the Fixed Royalty Percentage shall be updated on the Chart. It is your responsibility to regularly check the Chart for any changes to the Royalty rate.

      Any Content posted on or through the Services shall be subject to the Fixed Royalty Percentage applicable at the time such Content was first posted.

      Any attempt to mislead, deceive or manipulate the Content Rating System (including, without limitation, artificially inflating the number of “like” clicks for any Content) will result in immediate forfeiture and termination of your rights under this Designer Policy, and may result in your permanent expulsion from all SHAPL Services.

      “Net Revenue” shall mean gross Sales received from the distribution and sale of the Finished Product less (i) SNS marketing and promotional fees and expenses amounts repaid or credited by reason of defects, returns, recalls, rejections or allowances, (ii) sales taxes, excise taxes, value added taxes and customs duties, paid, absorbed or allowed, (iii) commissions paid or actually allowed to independent brokers or agents, (iv) postage, delivery and shipping charges,; and (v) trade and quantity discounts actually allowed (and taken) as customary in the trade; provided, that total allowances for discounts shall not exceed 10% of total sales.
    5. Royalty Payment. Royalty payments shall be paid to you on a quarterly basis; provided that any Royalty payment must be equal to or greater than USD 1,000. If the aggregate Royalty amount calculated for any given quarter is less than USD 1,000, such Royalty amount shall be carried over and invoiced in the Royalty calculated for the following quarter. All Royalty amounts payable to you by us under this Designer Policy shall be paid in US Dollars by wire transfer or similar means to a bank account as designated by you. You shall be responsible for the payment of any bank wire transfer fee or any other fees incurred with respect to the transfer of any Royalty.
    6. Taxes. If we are required by law to pay withholding tax in respect of the Royalty or any other monies payable under this Designer Policy, we will pay such withholding tax and gross up the payments required to be made to you to account for any such withholding tax. In any event, you shall do all lawful acts and things, including signing all lawful documents as either may reasonably request to enable us to take advantage of any applicable legal provision of any double taxation treaty with the object of lawfully paying the sums due to you under this Designer Policy without withholding any tax.
  3. Intellectual Property

    1. Intellectual Property. We acknowledge that intellectual property rights in your Content belong EXCLUSIVELY to you and that such intellectual property rights are licensed (not sold) to SHAPL, and that SHAPL shall have no rights in, or to, your Content other than the right to use them in accordance with the terms of this Designer Policy.
    2. Innovation. You acknowledge that your Content may be changed or modified for technical and/or engineering purposes during the course of manufacture and production optimization processes. SHAPL shall own all right, title and interest (including any patent rights and other intellectual property rights therein) in any refinement, optimization, development, improvement or advancement applied to the Content (“Innovation”) made or conceived solely by SHAPL. You shall own all right, title and interest (including any patent rights and other intellectual property rights therein) in any Innovation made or conceived solely by you.
  4. Content Use and Restrictions

    1. Right to Monitor and Remove Content. We may, but are under no obligation to moderate or monitor the use of our Services and/or our Website by you or any of your Content. We reserve the right to remove or modify your Content for any reason, including Content that we believe violates this Designer Policy.
    2. Backup. It is recommended that you regularly back up your Content. You can technically limit your Content to an appropriate extent, such as SHAPL's file size, storage space, processing capacity, and other technology limitations. We may cease to provide the Services until you are within the storage limits associated with your account.
    3. Warranty. You acknowledge that if you make available for posting of any of your Content on our Website, then:
      1. you warrant that the same Content is not then available for manufacture or sale on any other websites; and
      2. you promise that you will not make the same Content available for manufacture or sale on any other website for so long as it is available for sale on our Website.]
    4. Restricted Use. You must not (and must not permit others to) use our Website or any of our Services to:
      1. publish or provide any material that is defamatory, offensive, harassing, indecent, menacing, obscene or illegal;
      2. engage in, or fail to engage in, any activity in a manner which will expose us to any liability;
      3. engage in misleading or deceptive conduct or fraud of any kind;
      4. copy, modify, host, stream, re-use, or resell the Services or any Content;
      5. allow others to use the Services or any Content using your account information;
      6. use the content or services to build a database;
      7. bypass any access or use restriction functionality set up to prevent use of the Services;
      8. impersonate or misrepresent an individual or business or impersonate a relationship between you and another person or business;
      9. attempt to neutralize, destroy or destroy services or content;
      10. interrupt, interfere or forbid the use of others' services (e.g., stalking, threatening and abusing others, inciting others to commit violence, or harming minors)
      11. engage in acts involving the sending of chain letters, junk mail, pyramid organizations, spam, or unsolicited messages
      12. advertise any products or services, except as otherwise authorized by SHAPL in writing;
      13. engage in data mining or similar data collection and extraction methods in connection with the Services;
      14. publish or provide access to any content that is unsuitable for people under the age of [eighteen (18) years old.]; and/or
      15. engage in any other activity that violates applicable laws.
    5. Contact Information. You are responsible for ensuring that we have accurate and up-to-date contact information, including your full name, postal address, telephone number and email address. We can be contacted at #1205, 40, Cheongyecheon-ro, Jung-gu, Seoul 04521, Republic of Korea.
    6. Virus Check. You must conduct virus scanning and other tests as may be necessary to ensure that any Content that is uploaded on our Website does not contain any computer virus.
    7. Content Restrictions. You will undertake to ensure that any and all of your Content:
      1. does not infringe the intellectual property rights or any other rights of any person and that all applicable royalties or license fees have been paid to secure the use of such material;
      2. is not obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of [eighteen (18) years old]; and
      3. does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.
    8. Responsibility. You are responsible for all activities that occur in your account. If you become aware of unauthorized use of your content, please notify Customer Support immediately. You may not (a) share your Account information (except for authorized Account Administrators) or (b) use any other user's account. Your account manager can use your account information to manage the use and access of the service.
  5. Suspension; Termination

    1. You acknowledge and agree that the Content License and Production and Sales License granted to SHAPL hereunder are irrevocable and may not be terminated by you once any of your Contents are uploaded on our Website and/or posted through our Services. [Should you commit or threaten to commit a serious or material breach of any of your obligations under this Designer Policy, SHAPL may pursue any and all legal and equitable remedies, including without limitation, injunctive relief, accounting for profit, redistribution, damages and disgorgement. “Disgorgement” shall mean the ejection of any and all benefits gained by you under this Designer Policy.]
    2. We may terminate this Designer Policy on written notice to you if you fail to comply with any of your obligations under this Designer Policy.
    3. In addition to the right of termination under this Designer Policy, from time to time during the Term, we may, without notice to you, suspend, disconnect or deny you access to any of our Services if you fail to comply with any of your obligations under this Designer Policy until the breach (if capable of remedy) is cured to our satisfaction.
    4. Suspension or termination of this Designer Policy will not extinguish or otherwise affect any accrued rights or remedies of either party.
  6. Non-Competition; Non-Solicitation; Non-Disparage

    1. During the term of this Designer Policy and for a period of two (2) years thereafter, you shall not, without our prior written consent:
      1. engage, directly or indirectly, alone or as a partner, officer, director, employee, or consultant of any other business organization in any business activities that are substantially and directly competitive with the business activities then conducted by SHAPL (including without limitation, crowd design D2C platform services);
      2. use or divulge any customer or client information of SHAPL or solicit business from customers or clients of SHAPL;
      3. solicit or encourage any shareholder, director, officer, employee, agent, and consultant of SHAPL to leave its employ for employment by or with any competitor of SHAPL or, on your behalf, hire, employ or engage any such person; or
      4. engage at any time in any form of conduct or make any statements, or direct any other person or entity to engage in any conduct or make any statements, that disparage, criticize or otherwise impair the reputation of SHAPL, its subsidiaries and/or affiliates, their products and services, or their past and present officers, directors, employees, agents and consultants.
  7. Governing Law and Dispute Resolution

    1. This Designer Policy is governed by the laws of the Republic of Korea and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
    2. A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.
    3. If there is a dispute arising out of or in connection with this Designer Policy, then:
      1. the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered;
      2. the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and
      3. if the dispute is not resolved within 30 days of when the dispute was first notified, then the dispute is to be resolved in accordance with Section 7.4.
    4. All disputes will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules. The arbitration will be conducted under the law governing this Designer Policy as set out in Section 7.1. The place of arbitration will be Seoul, Korea. The language of the arbitration will be English. Any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to do so.
  8. General Provisions

    1. You must not assign this Designer Policy without our prior written consent.
    2. We may assign, novate or otherwise deal with this Designer Policy, or any rights or obligations under this Designer Policy, at any time without your consent by transfer to a third party. To the extent that you are required to give your consent to such an assignment, novation or other dealing, you hereby give your consent.
    3. All notices must be in writing and addressed to the relevant party at the address as provided pursuant to this Designer Policy.
    4. This Designer Policy contains the entire agreement between the parties with respect to its subject matter.
    5. Each party acknowledges that in entering into this Designer Policy it has not relied on any representation or warranties about its subject matter except as provided in this Designer Policy.
    6. No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Designer Policy will operate as a waiver or in any way prejudice any right under this Designer Policy.
    7. If any provision of this Designer Policy is held to be invalid, illegal or unenforceable, this Designer Policy will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.