Terms of Service

These Terms of Service ("Terms") govern the use of the arclow platform (arclow.com) and related services. Please read them carefully before using arclow.

1. General Provisions

Article 1 (Purpose)

These Terms of Service (the "Terms") set forth the basic matters — including the rights, obligations, and responsibilities between the Company and Customers, and the conditions and procedures for using the Services — in connection with the use of the arclow platform (arclow.com) and related services (the "Services") operated by Arclow Inc. (a Delaware, USA corporation; the "Company").

Article 2 (Definitions)

(1) The terms used in these Terms are defined as follows:

1. "Customer" means an individual or legal entity that agrees to these Terms, enters into a service agreement with the Company, and uses the Services.

2. "Services" means the software, consulting, document-automation tools, and all incidental services for supporting business expansion between Korea and the United States that the Company provides through the arclow platform and related platforms.

3. "Account" means the unique identifying information consisting of the email address and password the Customer registers with the Company to use the Services, or of the authentication method designated by the Company.

4. "Order Form" means the electronic document (the arclow platform screen) specifying the scope of individual services, fees, and usage period agreed between the Customer and the Company.

5. "Subscription" means the form of contract under which the Customer uses the Services for a fixed period based on an Order Form with the Company.

6. "Customer Data" means all data, documents, and content the Customer uploads to or creates on the platform in the course of using the Services.

7. "Customer Marks" means the Customer's trade name, logo, trademarks, brand image, and the like.
   (2) Except as defined in this Article and elsewhere in these Terms, the relevant statutes shall apply.

Article 3 (Effect and Amendment of the Terms)

(1) The Company shall post these Terms on the arclow platform before the Customer uses the Services and shall enable the Customer to review the key contents.
(2) Upon the Customer's request, the Company shall provide a copy of these Terms by email, in writing, or by other means.
(3) When amending the Terms, the Company shall notify the amended contents and effective date — via an announcement on the arclow platform or to the Customer's registered email — at least 30 days before the effective date. However, where an urgent amendment is required due to a revision of statutes, the Company shall give notice immediately after the amendment.
(4) If the Customer does not object before the effective date of the amended Terms, the Customer is deemed to have agreed to them. If the Customer objects, the Company shall guide the Customer through the termination procedure.

Article 4 (Conclusion of the Service Agreement)

(1) The service agreement is formed when the Customer agrees to these Terms, completes the service application, and the Company accepts it.
(2) The Company may refuse an application, or subsequently terminate the service agreement, in any of the following cases:

1. The application contains false information, omissions, or errors;

2. The application is made by a person who is not the applicant or a lawful representative;

3. Provision of the Services is technically impossible;

4. It is evident that the Services are intended to be used in violation of the Company's operation policies or for an unlawful purpose;

5. There is a history of restricted or terminated use due to a prior breach of these Terms.
   (3) The specific service scope, fees, and usage period are governed by the Order Form.

2. Use of the Services

Article 5 (Provision of the Services)

(1) The Company shall provide the Services within the scope specified in the Order Form.
(2) The Company may change, add to, or discontinue all or part of the Services for reasons such as quality improvement, policy changes, or technical reasons, and shall notify the Customer of the reasons and contents in advance; where there is an urgent reason, notice may be given afterwards.
(3) The Company may temporarily suspend all or part of the Services in any of the following cases:

1. Maintenance, inspection, replacement, or malfunction of information-and-communication facilities such as servers and networks;

2. Acts of God, cyber attacks, power outages, or other force majeure events;

3. Where required by relevant statutes or an order of a government authority.

Article 6 (Account Management and Security)

(1) The Customer shall securely manage its Account information and shall not provide, share, or transfer it to others or allow others to use it.
(2) The Customer shall, immediately upon becoming aware of theft or loss of Account information or unauthorized third-party use, notify the Company and take measures per the Company's guidance.
(3) The Company is not liable for damages arising before the notice under Paragraph 2, except where caused by the Company's intent or negligence.
(4) The Customer bears sole responsibility for damages arising from providing Account information to others in violation of Paragraph 1.

Article 7 (Customer's Obligations)

(1) The Customer shall not:

1. Infringe the intellectual property rights, reputation, privacy, or other rights of the Company or third parties;

2. Provide false information or misappropriate another's identity;

3. Achieve an unlawful purpose through the Services or violate relevant statutes;

4. Resell or redistribute the Services to third parties, or develop a platform or API for such purpose, without the Company's prior written consent;

5. Interfere with the normal operation of the Services or cause server overload;

6. Insert malicious code, or hack or reverse-engineer the Services;

7. Engage in other acts the Company reasonably deems inappropriate.
   (2) The Customer shall comply with relevant statutes, these Terms, and the usage policies announced by the Company.

3. Fees and Payment

Article 8 (Fees)

(1) Fees for the Services are as notified through the Order Form. Unless otherwise specified, all fees are in US Dollars (USD).
(2) Where the Company changes Service fees, the changed fees apply from the renewal point after the end of the current subscription period.
(3) The Customer bears all taxes imposed under relevant domestic and foreign statutes, including value-added tax and withholding tax.

Article 9 (Billing and Payment)

(1) Subscription fees are billed in advance according to the cycle (monthly or annual) specified in the Order Form.
(2) The Customer shall pay within 14 days of the invoice issuance date.
(3) If the Customer fails to pay by the deadline, late-payment interest of 1.5% per month (or the maximum rate permitted by relevant statutes, whichever is lower) applies to the overdue amount.
(4) If the Customer exceeds the payment deadline under Paragraph 2, the Company may temporarily suspend the Services after written notice granting a grace period of at least 7 days, and is not liable for the Customer's damages resulting from such suspension.
(5) Fees paid are non-refundable except as expressly provided in these Terms or where a refund is required by relevant statutes.

Article 10 (Automatic Payment)

Where the Subscription automatically renews under Article 11(2), the fees for the renewal period may be charged automatically to the payment method the Customer registered.

4. Subscription Term and Termination

Article 11 (Subscription Term and Automatic Renewal)

(1) Unless otherwise specified in the Order Form, the initial term of the Subscription is 12 months from the date the agreement is concluded (the "Initial Term").
(2) After the Initial Term, unless either party gives notice of non-renewal in accordance with the prescribed procedure at least 60 days before the current term expires, the Subscription automatically renews for successive 12-month periods at the then-applicable fees (each a "Renewal Term").
(3) The Company shall send a renewal notice to the Customer's registered email at least 30 days before the scheduled renewal date.

Article 12 (Termination for Cause)

(1) The Customer may immediately terminate the service agreement by written notice to the Company where:

1. The Company materially breaches these Terms and fails to cure within 7 days of the Customer's written notice;

2. The Company becomes insolvent or a bankruptcy petition is filed.
   (2) The Company may immediately terminate the service agreement by written notice to the Customer where:

3. The Customer materially breaches these Terms and fails to cure within 7 days of the Company's written notice;

4. The Customer becomes insolvent or a bankruptcy petition is filed;

5. The Customer commits any act under Article 7(1).

Article 13 (Early Termination Penalty)

(1) Where the Customer terminates for reasons not under Article 12(1), or the Company terminates under Article 12(2) due to the Customer's fault, the Customer shall pay 100% of the fees for the remaining term as an early termination penalty.
(2) Where the Customer terminates for a reason under Article 12(1), or the agreement is terminated due to the Company's fault, the Company shall refund, on a pro-rata daily basis, the amount corresponding to fees for the period after termination from fees already paid.
(3) The early termination penalty shall be paid within 14 days of the termination notice.

Article 14 (Effect of Termination)

(1) Upon expiration or termination of the service agreement:

1. The Customer's right to access the Services immediately ceases;

2. All unpaid fees, including the early termination penalty under Article 13, immediately become due;

3. Each party shall, on the other's request, return or destroy the other's confidential information.
   (2) The Customer shall export its Customer Data within the Services before termination. The Company retains Customer Data for 30 days from the termination date, after which it may delete it.
   (3) Provisions that by their nature should survive termination (confidentiality, intellectual property, limitation of liability, governing law, etc.) remain in effect after termination.

5. Intellectual Property

Article 15 (The Company's Intellectual Property)

(1) The Company owns all intellectual property rights in the Services, the platform, the underlying software, algorithms, user interface, documentation, and all related matters.
(2) These Terms grant the Customer only a non-exclusive, non-transferable, non-sublicensable, limited right to use the Services, and do not transfer ownership of the Company's intellectual property.
(3) The Customer shall not reproduce, modify, distribute, sell, reverse-engineer, or create derivative works of the Company's Services or content without the Company's prior written consent.

Article 16 (Customer Data)

(1) The Customer retains ownership of Customer Data. The Company is granted a non-exclusive license to process Customer Data solely to provide the Services and shall not use it beyond that purpose.
(2) The Customer warrants that Customer Data does not violate relevant statutes and bears responsibility for all third-party claims relating to Customer Data.

Article 17 (Use of Customer Brand)

(1) The Customer grants the Company a non-exclusive, royalty-free, worldwide license to use the Customer Marks, during and after the term, for the following purposes:

1. Identifying the Customer as a customer of the Company on the Company's website, investor materials, marketing materials, and sales proposals;

2. Describing the general nature of the Services provided in case studies, blog posts, press releases, and investor presentations;

3. Including the Customer Marks in presentations and meetings with prospective investors, partners, and customers.
   (2) The Company shall use reasonable efforts to follow any brand guidelines the Customer provides in writing.
   (3) The Customer may revoke the license in Paragraph 1 by written notice, after which the Company shall remove the Customer Marks from new materials within 60 days; the Company has no obligation to recall or modify materials already printed, distributed, or posted before the notice.

6. Confidentiality

Article 18 (Confidentiality Obligations)

(1) Each party (the "Receiving Party") shall handle the non-public business, technical, financial, and customer information ("Confidential Information") disclosed by the other (the "Disclosing Party") in connection with these Terms as follows:

1. Strictly protect it as confidential and not disclose it to third parties without the Disclosing Party's prior written consent;

2. Use it only to perform these Terms;

3. Impose equivalent confidentiality obligations on officers, employees, and contractors who access it.
   (2) The following is excluded from Confidential Information:

4. Information that becomes public without the Receiving Party's fault;

5. Information the Receiving Party already knew before disclosure;

6. Information lawfully obtained from a third party without a confidentiality obligation;

7. Information independently developed by the Receiving Party without reference to the Confidential Information.
   (3) Where disclosure is required by statute, court order, or government demand, the Receiving Party shall, to the extent legally permitted, notify the Disclosing Party in advance.
   (4) The confidentiality obligations survive for 3 years after termination of the service agreement.

7. Warranties and Limitation of Liability

Article 19 (The Company's Warranties)
The Services are provided AS-IS, and the Company makes no express or implied warranty as to:

1. Merchantability of the Services or fitness for a particular purpose;

2. That use of the Services will contribute to achieving the Customer's business objectives;

3. That the Services will be uninterrupted or error-free;

4. The completeness or accuracy of the Services and related data.

Article 20 (Limitation of Liability)
(1) To the maximum extent permitted by relevant statutes, neither party is liable to the other for any of the following arising in connection with these Terms:

1. Indirect, incidental, special, or consequential damages;

2. Loss of business opportunity, loss of data, or loss of reputation;

3. Punitive damages.
   (2) The Company's aggregate liability in connection with these Terms shall not exceed the fees the Customer paid during the 12 months immediately preceding the date the cause of the claim arose.
   (3) The limitations in Paragraphs 1 and 2 apply regardless of the form of the claim (breach of contract, tort, or otherwise), including where the possibility of such damages was advised in advance.

Article 21 (Indemnification)
(1) The Customer shall indemnify, defend, and hold harmless the Company and its officers, employees, and agents from third-party claims, damages, losses, and costs (including reasonable attorneys' fees) arising from:

1. The Customer's use of the Services (including violation of Article 7);

2. The processing of Customer Data;

3. The Customer's breach of these Terms.
   (2) The Company shall cooperate with the Customer in the defense, and the Customer shall not settle the matter unilaterally without the Company's prior written consent.

8. Governing Law and Dispute Resolution

Article 22 (Governing Law)
These Terms are construed in accordance with the laws of the State of Delaware, USA, excluding its conflict-of-laws principles.

Article 23 (Dispute Resolution)
(1) All disputes in connection with these Terms shall, in principle, be resolved by mutual consultation. If consultation fails, the dispute shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (AAA).
(2) The place of arbitration is Wilmington, Delaware, USA, and the language is English; Korean may be used concurrently by agreement of the parties.
(3) The arbitral award is final and binding and may be enforced in any court of competent jurisdiction.
(4) The prevailing party is entitled to recover reasonable attorneys' fees and arbitration costs from the other party.
(5) Either party may seek an injunction or interim relief from a court of competent jurisdiction to preserve its rights, and this shall not be deemed a waiver of the agreement to arbitrate.

9. General Provisions

Article 24 (Notices)
(1) Notices under these Terms are given as follows:

1. Company to Customer: sent to the Customer's registered email or posted within the Services;

2. Customer to Company: sent by email to support@arclow.com.
   (2) A notice sent by email is deemed delivered 24 hours after it is sent.

Article 25 (Assignment)
(1) The Customer may not assign, pledge, or transfer its rights or obligations under these Terms without the Company's prior written consent.
(2) The Company may assign its rights and obligations under these Terms to a third party in a merger, business transfer, asset sale, or other corporate restructuring, after notifying the Customer in advance; the Customer may terminate the service agreement within 30 days of such notice.

Article 26 (Entire Agreement)
These Terms and each Order Form constitute the entire agreement between the parties regarding the Services and supersede all prior negotiations, representations, and promises. If these Terms and an Order Form conflict, the Order Form prevails.

Article 27 (Severability)
If any provision is held invalid or unenforceable by a court of competent jurisdiction or arbitral body, it shall be modified or deleted to the minimum extent necessary, and the remaining provisions remain in effect.

Article 28 (Non-Waiver)
A party's failure to exercise, or delay in exercising, a right under these Terms is not a waiver of that right. A waiver is effective only if expressly made in writing.

Article 29 (Force Majeure)
Where a party fails to perform due to causes beyond its reasonable control — acts of God, war, terrorism, cyber attacks, power-supply interruptions, government measures, etc. — that party is not liable for delayed performance for the duration of the cause. Payment obligations are not subject to force majeure.

Article 30 (Electronic Signatures and Validity of Documents)
These Terms, Order Forms, and related documents may be executed electronically, and documents so executed have the same legal effect as original written documents.