Commercial Software License Agreement

This Commercial Software License Agreement ("Agreement") is made effective as of the date of acceptance ("Effective Date") between MKAudio ("Licensor") and the licensee ("Licensee").

1. License Grant

1.1 Licensor hereby grants Licensee a non-exclusive, non-transferable license to use the software ("Software") developed by Licensor. The license is limited to the number of users and installations specified in the corresponding purchase agreement or invoice.

1.2 The license granted under this Agreement allows Licensee to use the Software for its internal business purposes only. Licensee shall not distribute, sublicense, sell, lease, or otherwise transfer the Software to any third party without the prior written consent of Licensor.

2. Restrictions

2.1 Licensee shall not modify, reverse engineer, decompile, or disassemble the Software, or create derivative works based upon the Software, except to the extent that such activities are expressly permitted by applicable law.

2.2 Licensee shall not remove or modify any proprietary notices or labels on the Software.

2.3 Licensee shall not use the Software in any manner that violates applicable laws, regulations, or third-party rights.

3. Ownership and Intellectual Property

3.1 Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. Licensee acknowledges that this Agreement does not convey any ownership rights to the Software.

3.2 Licensee may provide feedback to Licensor regarding the Software. Licensor shall have the right to use and incorporate any feedback provided by Licensee for any purpose, without any obligation or compensation to Licensee.

4. Support and Updates

4.1 Licensor may provide support and updates for the Software at its discretion. Licensee may be required to pay additional fees for support or updates, as specified in the corresponding purchase agreement or invoice.

5. Confidentiality

5.1 Licensee shall treat any confidential information received from Licensor regarding the Software as confidential and shall not disclose or use such information for any purpose other than the permitted use of the Software.

6. Warranty Disclaimer

6.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Limitation of Liability

7.1 LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Term and Termination

8.1 This Agreement shall remain in effect until terminated by either party. Licensee may terminate this Agreement by ceasing to use the Software and destroying all copies thereof.

8.2 Licensor may terminate this Agreement immediately if Licensee breaches any provision of this Agreement. Upon termination, Licensee shall cease all use of the Software and destroy all copies thereof.

9. Governing Law and Jurisdiction

9.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Licensor is located. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

9.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts located in the jurisdiction in which Licensor is located.

10. Entire Agreement

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

By accepting this Agreement, Licensee acknowledges that they have read and understood its terms and agree to be bound by them.

[Signature:Minjae Kim]
Licensor: MKAudio

Date: 06 / 24, 2023