Article 1 (Purpose)

The purpose of these Partner Zone Terms of Use (hereinafter referred to as "Terms") is to establish the rights, obligations, and procedures between Wadiz Corporation (hereinafter referred to as "Company") and the person using the Partner Services provided by Company (hereinafter referred to as "Maker").

Article 2 (Definitions)

The definitions of terms used in these Terms and Sub-Policies are set forth below. The definitions of terms used in these Terms and Sub-Policies shall be governed by the Terms of Use posted on the Wadiz Site, except as set forth below, and if not defined in the Wadiz Terms of Use, by applicable law, and if not defined by applicable law, by common usage.

  1. "Partner" means a service provider that has entered into a business partnership with the Company to provide related services on behalf of Wadiz.
  2. "Story" means the detailed page of a project that a Maker wishes to create on the Wadiz homepage, including information or materials such as text, audio, video, and images.
  3. "Questionnaire" means a material that a Maker fills out prior to providing Partner Services, including the creation of a detailed page, rewards, information about the Maker, and information about the direction of the work.
  4. "Revision count" means the number of times a Maker can request revisions or changes to a Partner's work.
  5. "Entering a Story" refers to the act of uploading a Wadiz detail page within Maker Studio.
  6. "Deliberative edits" refers to the work you do after submitting your project to Maker Studio to respond to story revision requests from Wadiz.
  7. "Service Usage Period" means the period from the time Partner commences the Services after agreeing to these Terms of Use to the time the Services are completed.
  8. "Scope of Use" means the extent to which a story delivered through a Partner Service can be displayed on non-Wardiz channels.
  9. "Original" means a file that has not been modified or altered by your partner after shooting or design work.
  10. "Service Fee" means the sum of the Service Planning Service Fee and the Service Production Service Fee paid by the Company to the Partner for the Services provided by the Partner to the Maker, less the Partner Service Operation Fee paid by the Maker to the Company.
  11. "Partner Service Operation Fee" means "means the payment made by the Maker to the Company in exchange for the operation of the Partner Service (managing applications, matching partners, providing payment systems, coordinating with partners, etc.
  12. "Cancellation Fee" means a portion of the Service Fee payable to the Partner in consideration of the progress of the Partner's work, if the Partner has already started work at the time of the Maker's request to terminate the Agreement. 
  13. A "story brief" is a document that provides direction to Makers before they start working on a Wadiz story so that they can anticipate the direction of the final product. 
  14. A "nookie cut" is a photo taken with the product alone against a white background, often used for compositing purposes.
  15. "Detail shot" refers to a photo that focuses on a part of a product so you can see the details.
  16. A "GIF shot" is a staged work that animates a photo or text to highlight an important or emphasized part of your story.
  17. "Shooting time" means the time between when you set up your studio, equipment, people, etc. to take the photos you need for your story, and when the photos are all taken.
  18. "Retouched" means that after the photo shoot is complete, your partner has made color and other adjustments to match the tone and manner of the story.
  19. "Design" refers to any task that visualizes a "story" based on "planning" and "production".
  20. A "design mockup" is a preliminary design work that visualizes the story plan so that Makers can anticipate the design outcome and request revisions. 
  21. "Wadiz Editor" refers to the story entry program within Maker Studio.
  22.  "Planning and creating marketing materials" refers to planning and designing images, copy, etc. for advertising your Maker project.
  23. "Marketing agency" is the task of setting up, operating, and analyzing the efficiency of advertisements in Wadiz's own meta-advertisements and account advertisements for Maker projects based on the Maker's advertising expenses.
  24. "Organizing" means organizing an event for your Maker project and listing it in Wadiz News.
  25. "Event planning" means organizing events for supporters to promote maker projects. 
  26. "Advertising expenses" means advertising expenses used for the execution of advertisements such as ad centers, biz centers, meta ads, etc. for the advertisement of Maker projects, excluding service fees.
  27. "Creating a logo" means visualizing a visual design or iconic image that becomes a symbol for your product and brand.
  28. "Package design" means creating visualizations for makers to create containers, boxes, etc. for their products.

Section 3 (Effect of and Amendments to the Terms)

Terms and Conditions Wadiz Partner Zoneand approved by the Company as set forth in Article 4. If you do not apply for the Partner Service and accept the Company's approval, this Agreement shall not be effective.

  1. Maker's acceptance of these Terms shall have the same effect as entering into a Terms of Use under the seal of both parties.
  2. We will post these Terms on the Wadiz PartnerZone Services screen to make them readily apparent.
  3. The Company may establish separate terms and conditions ("Individual Terms") for specific aspects of the Partner Services, and if the Maker agrees to the Individual Terms, the Individual Terms shall take precedence.
  4. All actions performed on the Wadiz Partner Zone through the Maker's account after the Maker agrees to these Terms will be recognized as the Maker's actions.
  5. The Company may amend these Terms to the extent that they do not violate applicable laws, such as the Act on the Regulation of Terms and Conditions, the Act on the Promotion of Information and Communications Network Utilization and Information Protection, etc.
  6. In the event of any changes to the Terms, the Company shall set the contents and effective date of the changed Terms and notify the Maker at least 7 days prior to the effective date and for a substantial period of time after the effective date, and in the case of changes that are unfavorable or material to the Maker, the Company shall notify the Maker individually by sending the changed Terms, the effective date, and the reason for the change (including an explanation of the material changes) to the e-mail address. However, the changed Terms shall be effective from the effective date of the notice.
  7. Maker reserves the right to refuse to accept the changed Terms, and if Maker does not indicate its refusal within 7 days of the effective date, Maker will be deemed to have accepted the changes to these Terms.

Article 4 (Establishment of Use Agreement)

The Use Agreement is concluded when the Maker agrees to these Terms and Conditions, applies for Partner Services in accordance with the procedures set forth by the Company, and the Company accepts the application. The Company may express its intention to accept the use by e-mail or other means.

Article 5 (Rights and Obligations of the Company)

  1. The Company provides the Makers with the offerings agreed upon between the parties. The Company provides deliverables and services requested by the Maker and produced by the Partner through a separate agreement with the Partner.
  2. The company acts as a mediator in disputes between partners and makers and provides a secure payment system for payment for the use of the service.
  3. The Company may utilize information such as service usage history generated by the Maker using the Service for purposes such as compiling statistical data and applying it to the Company's other services.

Article 6 (Maker's Rights and Obligations)

  1. Maker shall diligently provide Partner with information, documents, opinions, and product samples required by Company in the course of providing the Services and within the timeframe requested by Company.
  2. Maker shall comply in good faith with Company's and Partner's requests to provide information and opinions, and shall provide reasonable reasons and alternatives if it is not possible to provide such materials within the requested deadline.
  3. Makers must actively cooperate with the Company's and its partners' requests in the course of providing the Services.
  4. Makers must comply with the Review Policyposted on the Wadiz screening criteria and required documents posted on the Wadiz website, and the Maker is responsible for complying with the criteria and obtaining the required documents.
  5. The Maker is obligated to comply with the guidelines set forth by the Company on the use of the Service through notices, notes, etc. on the homepage in addition to these Terms and Conditions, and if the Maker violates them, the Company may apply penalties to the use of the Service, including damages to the Maker. 
  6. Makers can request revisions to "Planning" and "Design" work within the Story Production Agency service, with a default limit of two revisions each. 
  7.  Makers can request to replace a partner on a one-time basis for good cause.

Section 7 (Delivery of Deliverables)

  1. Products offered through Partner Services are subject to the Partner Zone Rules.
  2. Additional options can be added by agreement between the partner and the maker, and will be charged separately from the service fee. However, the options available to each partner may vary.
  3. A partner's assignment is complete when the partner receives a completion notice and the maker agrees (completes) the assignment. However, if the maker doesn't reply to the completion notice for 3 business days, the task is automatically considered completed.
  4. The Maker is the final verifier of the information entered in the deliverables completed by the Partner on behalf of the Maker, and the Company is not responsible for any damages caused by the Maker's failure to verify.
  5. The services provided by Partner Services do not include the following

a.Consulting such as product productivity evaluation, product planning, reward price design, etc. for the product you wish to project
b. Matters related to project review (preparing required documents and responding to review feedback)
c. Work outside the scope of basic service offerings

Section 8 (Payment for Services)

  1. In exchange for providing the Partner Service, the Maker shall pay the usage fee in accordance with the payment method guided by the Company. The service usage fee will be notified separately through the service screen, etc.
  2. If the Maker requests a scope of work or deliverables that exceeds the basic offerings of the Partner Service product applied for, the Maker and the Partner will discuss whether to proceed and determine the amount.
  3. If additional costs are incurred due to the Maker's use of additional services, the Maker shall pay the price for the additional services as informed by the Company before the final production is completed.
  4. If the service is not completed within the service usage period due to any reason or fault on the part of the manufacturer, you may be charged for the additional work period.

Article 9 (Termination of Use Agreement and Refund Policy, etc.)

1. either the manufacturer or the company may terminate the use of the service by written notice to the other party without any other maximum, if any of the following reasons occur to the other party.

a. If there is an application for bankruptcy, initiation of rehabilitation proceedings, workout or other similar proceedings, or a resolution for dissolution or liquidation from itself or a third party
b. If it defaults in its obligations under these Terms by being subjected to a garnishment, provisional injunction, seizure, auction application, or delinquency disposal, etc.
c. If either party defaults in all or part of its obligations under these Terms due to force majeure such as war, natural disaster, etc.
d. If the nature of the breached obligation, such as a material breach of confidentiality or representation and warranty under these Terms, makes it inappropriate to grant a period of time to cure
e. If either party coercively requests the other party's workers and business partners to perform tasks outside the scope of service provision specified in this Agreement
f. If either party commits verbal abuse, assault, or other acts that cause physical or mental suffering beyond the appropriate scope against the other party's workers and business partners
g. If the other party breaches these Terms and Conditions and fails to remedy it despite the best efforts of the other party to remedy it by setting a period of time

2. If the Manufacturer wishes to terminate the Use Agreement at will without just cause other than the reasons set forth in the preceding paragraph, the Manufacturer shall notify the Company in writing of its intention to terminate the Use Agreement ten (10) business days in advance of the desired termination, and shall pay the Company a penalty pursuant to each of the following paragraphs.


a. If the notice of termination is within 90 days from the time of agreeing to these Terms, the amount of money equivalent to 10% of the standard service amount
b. If the notice of termination is more than 90 days from the time of agreeing to these Terms, the amount of money equivalent to 20% of the standard service amount
c. Notwithstanding the above, if the Maker incurs a penalty due to the rental of additional equipment, studio rental, reservation of transportation for the Maker's content production, etc. The Maker shall pay the amount of such charge to the Company within 14 days from the time the Contract is terminated, but the Company may set off such amount against any amount owed to the Maker, including the amount provided for in Paragraph 3 of this Article.

  3. If the contract is terminated pursuant to this Article, the Company shall refund a portion of the service usage fee to the Maker, excluding the Partner Service operation fee and the cancellation fee, depending on whether the Partner has started the work and the progress of the work.
However, if the amount of money to be deducted is greater than the contract price, the Company may not refund the amount to the Maker and may charge a separate usage fee.

a. If Maker's notice of termination is prior to Partner's commencement of work, no charge will be deducted
b. If Maker's notice of termination is after Partner's commencement of work, a refund less a cancellation fee, based on Partner's workload, as follows

Ⅰ. If you give notice of termination prior to delivery of the deliverables, you can reimburse the Maker up to 50% of the production services based on the amount of work done by your partner.
ⅱ. If you notify us of your termination after the initial deliverable has been delivered, we may reimburse up to 30% of the production service fee to the Maker, and if more than one revision is provided, we will calculate the reimbursement at 10% of the payment amount.

Ⅲ. If all two (2) built-in modifications for the Service Delivery Area have been provided, no refund of the Service Payment shall be made.
ⅳ. Notwithstanding the provisions of this paragraph, if the deliverables of the Services provided by the Partner do not exist or cannot be modified, Wadiz will determine the progress of the Services to determine the percentage of cancellation and the amount of the fee.

4. notwithstanding paragraph 3 of this section, the applicable cancellation fee and the exact amount of the refund in the event of additional cost reimbursement for options provided by Partner shall be subject to separate agreement between Partner and Maker.
5. If the Maker intends to terminate this Agreement arbitrarily without consultation with the Partner and the Company after the establishment of this Agreement, the refund of the Service Fee may be limited.
6. If any of the following items apply after the agreement of this Agreement, the Company may notify the Maker of the termination of the use agreement and suspension of service provision, and may claim damages in accordance with applicable laws.

a. Forcing partners and company workers to perform tasks outside the scope of service provision specified in the contract
b. Verbally abusing, assaulting, or otherwise causing physical or mental distress to partners and company workers beyond the reasonable scope of the contract.

Article 10 (Partner Change Rules)

  1. If a Maker finds it difficult to continue working with a Partner during the course of using the Partner Service, the Maker may request to change Partners only once, and additional fees may be charged depending on the reason for the change and the current stage of the project.
  2. Makers may request to change partners by communicating with the Company, and may choose from among the Company's recommended partners, if any of the following apply. However, the Maker may not be able to be assigned to a specific partner due to the circumstances of the specific partner that the Maker has requested to select.

a. The partner has requested a change of partner prior to the start of production of the story plan.
b. The Partner has a material reason that makes it difficult for the Partner to fulfill the Maker's request
c. The partner intentionally fails to respond to or avoids legitimate business communications from the Maker
d. If the Partner fails to fulfill the scheduled schedule without consultation, even though there is no fault of the Maker
e. There is a significant quality issue with the work product and it is difficult for the partner to correct.

3. If a change of partner is requested due to a simple change of heart by the Maker and not for the reasons in paragraphs 2 and 3, the remaining scope of work may be charged at an additional cost. The cost of the remaining scope of work is subject to the decision of the changed partner.
4. After the change of partner, all existing work will be transferred to the new partner in principle, and the new partner will start work from the current stage of the project (incomplete work).
5. If you resume work with the new partner on a previous assignment stage that is not in the current assignment stage, you may incur additional charges for the previous assignment.
6. After a partner change, revision counts are not combined with existing tasks.
7. If the Maker requests the termination of the Service Agreement after the change of partner, the Company may charge a penalty in accordance with Article 9.2 and refund the service fee in accordance with Article 9.3.
8. Even if the Maker requests to change partners, the Company may reject the Maker's request to change partners if any of the following items apply.

a. If the company notifies the manufacturer of the termination of the use agreement and suspension of service provision or claims damages under the relevant law
b. In other cases where the Company deems the Maker's use of the Partner Service to be inappropriate.

9. If the Maker unfairly uses this provision for the benefit of the Maker, the Company may refuse to provide the Service and may apply a penalty that restricts further use of the Service.

Section 11 (Dispute Resolution Standards)

We will resolve disputes regarding Maker requests for modifications and issues that arise in the course of providing story creation services in the Partner Services based on the following criteria

    1. Makers are expected to organize their revisions into text and images and deliver them to their partners in a file format. Other sporadic communication of revision requests will not be reflected in the deliverable, and requests for typos, photography errors, design errors, and requests that do not reflect previous requests will not count toward the revision count.
    2. The opinions of partners and other stakeholders (such as directors) on content are suggestions and advice only, and the final decision-making authority on content rests with the creator.
    3. If the maker's modification request is not included in the service's built-in offerings, it will be negotiated separately and Partner may refuse to make the modification or charge an additional fee. 
    4. Reshoots are not possible in principle. However, reshoots may be requested in cases where the partner's negligence is evident (use of models not agreed upon in advance, results that differ significantly from the shooting references provided by the manufacturer, failure to follow the brief, etc.
    5. In the event of various other disputes within the scope of the Story Production Service, a Company representative may intervene and resolve the issue in accordance with Article 10 (Change of Partner).
      However, if the scope of the Maker's or Partner's request is significantly outside the scope of the Service, or if it is something that cannot be provided under normal business practices, Article 10 (Partner Change Policy) does not apply and the dispute will be closed without mediation.

    Section 12 (Confidentiality and Privacy)

    1. The Company and the Maker shall not provide, disclose, or divulge to any third party any management information, trade secrets, customer information, or other confidential information of the other party acquired through the conclusion and execution of the Use Agreement, or use such information for any purpose other than the purpose of these Terms and Conditions without the prior written approval of the other party during and after the termination of the transaction.
    2. The obligations of the preceding paragraph shall survive the termination of the Use Agreement, and if the breach of the obligations of the preceding paragraph causes damage to the other party, the breaching party shall be obligated to compensate for such damage.
    3. Company shall use Maker's or any third party's personal information received from Maker solely for the purposes of this Agreement and shall not disclose it or use it for any other purpose. 
    4. The Company and the Maker shall comply with the provisions of relevant laws and regulations, including the Personal Information Protection Act, the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc.
    5. The obligations in this Section 1 shall survive any termination or termination of this Agreement for a period of three (3) years.

    Article 13 (Prohibition of Assignment of Rights and Obligations)

    Neither Maker nor Company may assign its position under these Terms or any rights or obligations arising under these Terms to any third party without the prior consent of the other.

    Section 14 (Indemnification)

     

    1. If the Company or Maker violates these Terms due to reasons attributable to the Company or Maker and causes damage to the other party or a third party, including other members, the responsible party shall be liable for compensation.
    2. In the event that the Company is challenged by a third party through litigation or other means, including claims for damages, in connection with the Maker's obligations under these Terms and Policies without the Company's fault, the Company may notify the Maker of the above, and the Maker shall indemnify the Company by actively cooperating in resolving the matter by providing all materials and information for the Company's defense, and shall compensate the Company for any damages incurred by the Company as a result.
    3. If a party is unable to fulfill its obligations under these Terms despite its best efforts due to natural disasters, accidents, governmental actions, or other socially unavoidable events, such party shall not be liable for damages or other liability due to such events, but in such case, the parties shall use their best efforts to establish measures to achieve the purpose of these Terms.

    Article 15 (Intellectual Property Rights)

     

    1. Makers may use the results provided through this service on the Wadiz website (www.wadiz.kr) and for marketing purposes operated by the Maker. 
    2. Makers may not steal, reproduce, or use any of the intellectual property provided for verification at each stage of the task for any commercial purpose other than project funding, pre-order services, and use of Wadiz services in connection therewith.
    3. Maker may not use any of the Company's intellectual property, including trademarks, logos, service marks, images, text, symbols, etc. without the Company's prior written consent beyond what is necessary to fulfill Maker's obligations under the Agreement.
    4. Makers who violate this Article may be restricted from using Wadiz Partner Services in the future and will be liable for any damages and separate penalties arising from such violation. 
    5. Partners can showcase their accomplishments or deliverables as part of their portfolio. However, they must not include exaggerated, false, or misleading information.
    6. Company Maker Terms of Servicefor the use of Stories created through the Partner Services.

    Section 16 (Governing Law)

    In the event of any dispute regarding the contents of this Agreement, the governing law shall be the laws of the Republic of Korea, and all disputes and lawsuits arising between the Company and the Maker in connection therewith shall be resolved by a court of competent jurisdiction under the Civil Procedure Act.

     

    End