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End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING ANY SOFTWARE OR SERVICE PROVIDED BY INSIGNARY INC. (“INSIGNARY”) INCLUDING WITHOUT LIMIT INSIGNARY CLARITY, SOFTWARES IN INSIGNARY CLARITY AND CLOUD SERVICE BY INSIGNARY (“INSIGNARY SOFTWARE”). BY USING INSIGNARY SOFTWARE, YOU EXPRESSLY GIVE YOUR CONSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE THE INSIGNARY SOFTWARE. THIS AGREEMENT DOES NOT PROVIDE YOU WITH ANY RIGHTS TO INSIGNARY SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REFER TO YOUR SERVICE OR SUBSCRIPTION AGREEMENT THAT YOU MAY HAVE ENTERED INTO WITH INSIGNARY OR OTHER AUTHORIZED INSIGNARY SERVICE PROVIDERS REGARDING INSIGNARY SERVICES AND RELAVANT TERMS. AN INDIVIDUAL USING INSIGNARY SOFTWARE ON HEHALF OF OR FOR AN ENTITY OR OTHERWISE ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. 

This End User License Agreement (this “AGREEMENT”) governs the use of any of the versions of Insignary Clarity, certain other Insignary software applications or cloud services that include or refer to this AGREEMENT or Insignary Clarity, and any related updates, source code, appearance, structure and organization (the “Programs”), regardless of the delivery mechanism or medium. 

1.    License Grant.  Subject to the following terms and conditions, Insignary Inc. (“Insignary”) grants to you a non-exclusive license to use an Insignary Clarity server (which includes multiple software components) pursuant to the respective license applicable to each software component for a period of twelve-month from the date of your signing or entering into this AGREEMENT. The AGREEMENT for each software component is located in the software component's source code. This AGREEMENT pertains solely to the Programs and does not limit your rights under, or grant you rights that supersede the license terms of any particular component. 

2.    Intellectual Property Rights.  The Programs and each of their components are owned by Insignary and other licensors, if any, and are protected under copyright law and/or other laws as applicable. Title to the Programs and any component, or to any copy, modification, or merged portion shall remain with Insignary and other licensors, if any, subject to the applicable license. The word “Insignary”, its logo and programs together with each of their components are Insignary’s properties, whether intellectual or otherwise, including without limit patents and trademarks in the Republic of Korea and other countries. This AGREEMENT does not permit you to distribute the Programs or any of their components using Insignary's properties, regardless of whether the copy has been modified. You may make a commercial redistribution of the Programs or any of their components only if permitted under a separate written agreement with Insignary authorizing such commercial redistribution.

3.    Limitations on Alteration, Reverse Engineering, Decompilation, and Disassembly. You may not change, alter, reverse engineer, decompile, or disassemble the Software without the prior written consent of Insignary or its licensors, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 

4.    Limited Warranty.  Except as specifically stated in this Section 4, a separate agreement with Insignary, or a license for a particular component, to the extent permitted under applicable law, the Programs and their components are provided and licensed “as is” without warranty of any kind, expressed or implied, including without limit the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Insignary warrants that the media on which the Programs and their components are provided will be free from defects in materials and manufacture under normal use for a period of thirty (30) days from the date of delivery to you. Neither Insignary nor its affiliates warrant that the functions contained in the Programs or their components will meet your requirements or that the operation of the Programs or their components will be entirely error free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. This warranty extends only to a buyer that purchases subscription services for the Programs from Insignary and/or its affiliates or an Insignary authorized distributor. 

5.    Remedies for Defect.  To the extent permitted by and subject to applicable law, your exclusive remedy under this AGREEMENT is to return any defective media along with a copy of your payment receipt within thirty (30) days of delivery by Insignary, and Insignary, at its option, will replace such returned defective media or refund the money you paid for the media.

6.    Limitation of Liability.  To the extent permitted by and subject to applicable law, under no circumstances shall Insignary, any of its affiliates, any Insignary authorized distributor, or the licensor of any component provided to you under this AGREEMENT be liable to you for any indirect, incidental, special or consequential damages, including without limit lost profits, lost savings, loss of good will, work stoppage, data loss, or computer failure or malfunction arising out of or in connection with the use or inability to use the Programs or any component, even if Insignary, its affiliates, an authorized distributor and/or licensor has been advised of the possibility of such damages. In no event shall Insignary, any of its affiliates, any Insignary authorized distributor, or the licensor of any component provided to you under this AGREEMENT be liable for more than the amount that you paid to Insignary for the defective media under this AGREEMENT. 

7.    Limitation of Assignment.  You may not, without a prior written consent of Insignary, assign, delegate, pledge, or otherwise transfer this AGREEMENT, or any of your rights or obligations under this AGREEMENT, or any of Insignary’s properties described in Section 2, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. Insignary may assign this AGREEMENT to its affiliate or subsidiary by giving a prior written notice thereof. 

8.    Export Control. You acknowledge and understand that the laws of many countries including without limit the Republic of Korea and United States provide for export control and related prescriptions. Additionally, you represent and warrant that as the Programs and their components may be subject to applicable local and foreign export control laws, you will be liable to ensure that your use of the Programs or any of their components is in compliance with applicable export control laws. With regard to such export control laws, you particularly represent and warrant that you (a) understand that the Programs and their components may be subject to export controls under the relevant laws including without limit U.S. Export Administration Regulations (“EAR”); (b) are not located in a prohibited destination country under the EAR or sanctions regulations, whether national or international (such as Cuba, Iran, Iraq, North Korea, Sudan and Syria, subject to change as designated by the relevant authorities); (c) will not export, re-export, or transfer the Programs or any of their components to any prohibited destination or persons or entities listed on any list maintained by national authorities; (d) will not use or transfer the Programs or their components for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by an applicable arms embargo, unless authorized by the relevant government agency; and (e) understand that countries including without limit the Republic of Korea and United States may restrict the import, use, or export of encryption products (which may include the Programs and their components) and agree that you shall be solely responsible for compliance with any such import, use, or export restrictions. Further, you agree that you will not submit the Programs or their components to any government agency for licensing consideration or other regulatory approval without the prior written consent of Insignary. You acknowledge that the delivery of the Programs or their components (including patches, fixes, updates, upgrades and new versions) may be subject to the prior obtaining of export and/or import authorizations from the competent authorities and that this process may considerably delay or prevent the delivery and/or impact Insignary's ability to provide maintenance and support. 

9.     Consent to Additional Terms. Insignary reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this AGREEMENT and to impose new or additional rules, policies, terms, or conditions on use of the Programs. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Programs following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

10.   General Provisions. If any provision of this AGREEMENT is held to be illegal or unenforceable, the legality or enforceability of the remaining provisions shall not be affected. The rights and obligations of the parties to this AGREEMENT shall not be governed by the United Nations Convention on the International Sale of Goods. Any claim, controversy or dispute arising out of or in connection this AGREEMENT shall be governed by the laws of the Republic of Korea, without regard to any conflict of laws provisions. In case that any claim, controversy or dispute arising out of or in connection this AGREEMENT is not resolved amicably through mutual discussion, such unresolved claim, controversy or dispute shall be submitted to the exclusive jurisdiction of Seoul Central District Court for resolution.