This Buy-out Agreement (the “Agreement” or the “License Agreement”) is entered into between SIRIOH Co., LTD (the “Company”) and you (“you” or the “User”). By clicking the “I Agree” button below the Buy-out Agreement on the EyeCandid.io website (the “Website”) operated and owned by the Company, you agree to be legally bound by the terms and conditions set out below.

You acknowledge that you have read the Agreement and any other agreements or terms which may be incorporated by reference herein, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it.

You desire to grant certain intellectual property rights of photographs, illustration, animation, 3D models, data files, program templates, and other digital media works created by you or for you, (individually and collectively, “Material”, “Materials” or “intellectual property”) to the Company, and the Company desires to obtain those intellectual property rights from you, all in accordance with the terms and conditions of this Buy-out Agreement;

The term of this Buy-out Agreement shall commence when you click the "I Agree" button below on the Website and shall continue in effect perpetually without any right of termination or revocation for any reason.

The License granted herein is conditional on compliance by you and the Company with the terms and conditions of this agreement, and upon your receipt by the Company of the License fee as specified in EXHIBIT A.

2.1 License

Subject to the terms and conditions contained herein, you grant to the Company a perpetual, irrevocable, royalty-free, fully paid, non-exclusive, worldwide license with no duty to account, to your intellectual property for unrestricted use for any purpose, either individually or in combination and both separately and as integrated into other capabilities, including without limitation the right to sublicense or otherwise authorize, implicitly or explicitly, third parties to exercise any or all such rights.

2.2 Irrevocable Grant

In no event will the rights granted in this SECTION 2 be subject to termination, revocation or any further limitation, in whole or in part, for any reason, and all such rights shall remain perpetual, unlimited, and irrevocable under all circumstances.

2.3 Other Intellectual Property

Except for the license expressly granted to the Company in this SECTION 2.1 with respect to your Intellectual Property, nothing contained in the Agreement shall be construed as conferring (by implication, estoppel, or otherwise) to you or the Company any right of the License to or to otherwise use any copyright, patent, patent application, trademark, service name, service mark, trade dress, trade secret or other intellectual property belonging to the other party, and you and the Company shall retain all rights, title, and interests in your intellectual property.

You agree that your Materials shall be delivered to the Company immediately after you agree and accept this agreement.

4.1 Authority

Each Party represents and warrants that the individuals accepting this Agreement have full authority or authorization to execute the Agreement for, and on behalf of, and to bind the Parties, and that, when accepted, the Agreement will be binding and enforceable according to its terms.

4.2 No Breach

Each Party represents and warrants that the execution, delivery, and performance by it or its obligations hereunder will not result in any violation of or default of (a) its certificate of incorporation or by-laws, (b) any contract to which it or any of its subsidiaries is a party or, with respect to you, by which your Intellectual Property is bound.

4.3 Right and Title

You represent and warrant to the Company that:

(a) Except with respect to any third party rights in your Intellectual Property, you own all rights, title, and interest in and to your Intellectual Property, and no other third party owns any right to recover infringement of or to assert any right in or to your Intellectual Property;

(b) You have the right to grant the licenses, rights, releases, covenants, and immunities of the full scope set forth in the Agreement with respect to all your Intellectual Property;

(c) You have not granted and will not grant any licenses or other rights that would restrict, impair, conflict with, or prevent the full and complete exercise of the licenses and rights granted to the Company hereunder; and

(d) There are no lies, conveyances, mortgages, assignments, encumbrances, or other agreements that would prevent or impair the full and complete exercise of the licenses and rights granted to the Company under the Agreement.

You and the Company agree (a) not to copy or use Confidential Information except and only for the purposes of the Agreement, but not for any other purpose, (b) to maintain it as confidential, and exercise reasonable precautions to prevent unauthorized access, use or disclosure and (c) not to disclose the Confidential Information to any third party other than its employees, contractors and sub-licensees who have a legitimate need to know for the purposes contemplated by the Agreement and who are bound by written agreements that are at least as protective of the Confidential Information as the restrictions herein.

6.1 Intellectual Property

You will defend, indemnify, and hold harmless the Company, from and against any and all third-party claims, actions, demands, and legal proceedings (collectively “Claims”) and any and all liabilities to third parties for damages, losses, judgments, authorized settlements, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively “Damages”), arising out of or in connection with any allegation by a third party claiming any interest in, or any right to recover under or assert any right in or to your Intellectual Property.

6.2 Indemnification Procedures

The following procedures will apply with respect to indemnification for Claims arising in connection with the Agreement:

(a) Promptly after receipt by the Company of written notice of the assertion or the commencement of any Claim, whether by legal process or otherwise, with respect to any matter within the scope of this SECTION 6, the Company will give written notice thereof to you and will thereafter keep you reasonably informed with respect thereto; provided, however, that the failure of the Company to give you such prompt written notice will not relieve you of its obligations hereunder except to the extent such failure results in prejudice to your defense of such Claim. Within thirty (30) days following receipt of written notice from the Company relating to any Claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, you will notify the Company in writing that you will assume control of the defense and settlement of such Claim (the “Notice”).

(b) If you deliver the Notice relating to any Claim within the required notice period, you will be entitled to have sole control over the defense and settlement of such Claim.

6.3 Additional Obligations

If any of your Intellectual Property becomes the subject of a claim of infringement, you will use reasonable efforts to (a) obtain for the Company the right to continue using such your Intellectual Property or (b) replace or modify such your Intellectual Property so that it becomes non-infringing without substantially compromising its principal function.

7.1 Condition of Binding Agreement; Amendments

This License Agreement shall not be binding upon the Parties until it has been agreed by your clicking the “I Agree” button below the Buy-out Agreement on the Website. No amendment or modification hereof or consent hereunder shall be valid or binding upon the Parties or their Affiliates unless made in writing and signed by or on behalf of each Party.

7.2 Choice of Law; Venue

This License Agreement shall be construed, and the legal relations between the Parties shall be determined, in accordance with the law of the Republic of Korea without regard to any conflict of law provisions thereof.

1.1 Resources

You and the Company each will provide the resources necessary for discharging its responsibilities at its own cost and expense.

1.2 License Fee

The Company pays you a License Fee for each Material you grant a License to the Company under this Agreement in accordance with SECTION 1.3. The current rate of the License fee for each Material is set at 0.1 US dollars. The rate of the License Fee for each Material is subject to the Company's discretion.

1.3 Receipt of License Fee

The Company facilitates your receipt of a License Fee through your user account on the Website. The details of receipt of the License Fee can be found in the ‘Sell Images > Sold’ of the Website.

1.4 Cash-out

A payment of the License fee (the "Cash-out") will be issued at your request (the "Cash-out request"). All the Cash-out requests submitted to the Company will be accumulated for a period spanning from the 16th day of a month to the 15th day of the following month (the “Accumulation Period”). The Company will remit the accumulated amount of the Cash-out requested during the Accumulation Period to a payment account you designated in the Cash-out request net thirty-one (31) days from the end of the Accumulation Period. No Cash-out can be dated before the date the Cash-out requests are accepted by the Company.

1.5 Minimum Cash-out rate

You may request a Cash-out if the total amount of the License fee in your user account exceeds Ten US dollars (US $10.00) (the “Cash-out Minimum”). If your balance has not reached the Cash-out Minimum or you have not provided the Company with a valid electronic payment account, your compensation will be carried forward. If you delete your user account on the Website before the accrued amount of the License fee reaches the applicable Cash-out Minimum, you forfeit such License fee. You shall have no right to the License fee accrued following the deactivation of your user's account or until the applicable Cash-out Minimum threshold is reached.

1.6 Termination

If your user account is terminated for a breach of the Terms and Conditions of Service of the Website, in addition to its other rights at law or in equity, the Company shall have the right to retain any License fee and other compensation otherwise payable to you hereunder as liquidated damages.

1.7 Payment method

If you receive your payments through an online payment processing service (e.g., PayPal) (hereafter, the "Payment method"), you may not share your online payment processing service account with another user of the Website. The obligation of the Company to make payment to you hereunder shall be fulfilled by making payment to the Payment method designated by you. No payment will be made, and the amount of the Cash-out requested by you will return to the balance of your user account if you have not provided the Company with payment details, the payment details are incorrect, the Company does not support the Payment method, or the Payment method supported by the Company is not available in your region.

1.8 Taxes

All payments must be stated and made in United States dollars and are exclusive of applicable sales, use, or similar taxes for which the Company is obligated to pay you. The Company has no liability for any taxes based on your assets or income or for which the Company has an appropriate resale or other exemption that has been provided to you and is acceptable to the applicable taxing authority. The Company has the right to withhold any applicable taxes from any royalties or other payments under this License agreement if required by any government authority.

2.1 Rights and License

You represent and warrant that you have all the rights and licenses in the Materials necessary to allow the Company, and, as applicable, the customer, to use such materials without restriction or additional charge as intended. The Materials shall not infringe or misappropriate any copyright, patent, trade secret, trademark, portrait rights, property rights, or other intellectual property rights of any third party.

2.2 Copyleft

You represent and warrant that you shall not incorporate or commingle intellectual property that constitutes Open source materials governed under a license that affects Copyleft or any similar or broader license, such as a General Public License, in any of your Materials.

3.1 User Indemnification

You will defend, indemnify, and hold harmless the Company, the Released Parties and its applicable customer(s), and their respective directors, officers, employees, representatives, and agents (collectively the “Company Indemnitees”), from and against any and all Claims and, Damages arising out of or in connection with: (a) any alleged or actual infringement and/or misappropriation by you and/or the Materials of any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party; (b) any violation by you of any governmental laws, rules, ordinances, or regulations;

3.2 Additional Obligations

If an infringement claim is made or appears likely to be made about the Materials, you shall use reasonable efforts to (a) procure for the Company and its customers, as applicable, the right to continue to use the applicable Materials; (b) modify the Materials so that they are no longer infringing; or (c) replace them with non-infringing Materials. If none of these alternatives is commercially reasonable, the Company will cease its use of any affected Materials or return or destroy any affected Materials for a refund of the purchase price, pro-rated on a straight-line basis.

3.3 LIMITATION OF LIABILITY

EXCEPT FOR OBLIGATIONS AND LIABILITIES UNDER THIS SECTION 3 (“INDEMNIFICATION”), NEITHER THE USER NOR THE COMPANY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST SALES, ARISING OUT OF OR IN CONNECTION WITH THE MATERIALS EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

(a) Consent to Electronic Communications. The Company may send any notice to you by email to the registered Website user account at the email address that has been provided to us on your Website user registration page. You consent to receive communications from the Company electronically and you agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.