1. (Purpose and Scope)
These terms and conditions (the “Terms”) govern the conditions and liabilities related to the sale, subscription, and grant of usage rights for devices (the “Device”), as well as the //included or integrated software licenses (the “Software License”), supplied by EdgeDX, Inc. (the “Supplier”) through business-to-business (B2B) transactions. These Terms apply only to B2B transactions and are not subject to consumer protection laws.
2. (Scope of License and Device-Locked Provision)
① The Software License is limited to the unique identifier (e.g., serial number) of a specific Device (hereinafter a “Device-Locked License”).
② The purchaser (the “Buyer”) shall not transfer the License to another device or assign it to a third party without the Supplier’s prior written consent.
③ If the Device malfunctions or is replaced during the warranty period, the Supplier may, at its discretion, reissue the License for a new Device.
3. (Subscription Model and Term)
① The Buyer may use the Software License through either a one-time purchase or under a separate subscription agreement.
② A subscription is provided on an annual or multi-year basis (e.g., 1 year, 3 years, 5 years, etc.) according to the relevant contract. During the subscription period only, the Buyer can receive software updates, maintenance, and advanced features.
③ If there is no separate renewal agreement upon the expiration of the subscription, the relevant services and features will automatically cease.
④ Subscription fees and payment terms shall be specified in a separate contract or purchase order.
4. (Subscription Model and Term)
① Certain functions of the Device may be provided through external servers, cloud services, or other third-party services (collectively, “External Services”).
② The Supplier shall not be liable for any damages arising from uncontrollable factors such as changes to External Service providers’ policies, price increases, or service interruptions.
③ In the event of changes to or discontinuation of External Services, the Supplier may modify the software, provide alternative services, or discontinue certain functionalities, bearing no liability for damages incurred thereby. However, if any core function is entirely discontinued, the Supplier will provide a reasonable alternative solution or written notice explaining why such a solution is not feasible.
④ If the Supplier becomes aware of changes or discontinuation of External Services, it shall, if possible, notify the Buyer in writing (including electronic documents) in advance.
5. (Price, Payment, and Refund Policy)
① The price for a Device-Locked License (one-time purchase) or a subscription contract is specified in a separate invoice or contract, and the Buyer shall remit payment within the designated period upon receiving the invoice.
② As a general rule, payments are non-refundable. However, a refund may be considered only if a serious hardware defect of the Device occurs within the warranty period and renders repair or replacement impossible. The Supplier has no refund liability for defects arising after the expiration of the warranty period.
③ If costs increase excessively due to surges in External Service fees or force majeure events, the Supplier may adjust future commercial terms for maintenance, updates, etc. Should the Buyer disagree with such adjustments, the use of certain functionalities may be restricted.
6. (Warranty and Limitation of Liability)
① The warranty conditions and coverage for hardware shall be governed by the Supplier’s separate warranty documentation (or as posted on its website).
② The Software License is provided “as is,” and the Supplier makes no express or implied warranties regarding merchantability, fitness for a particular purpose, non-infringement, or otherwise.
③ The Supplier shall not be liable for any damages arising in connection with this contract beyond the actual amount paid by the Buyer for the Device, and bears no liability for indirect, incidental, or consequential damages (including loss of profit or data).
7. (Restriction on Use in High-Risk Fields)
① This Software is not designed for use in high-risk fields—such as nuclear facilities, aviation/air navigation control, military or weapons systems, or life-support devices—where malfunctions could lead to death, serious property damage, or environmental harm (collectively, “High-Risk Fields”).
② The Supplier makes no express or implied warranty whatsoever regarding the suitability or safety of the Software for High-Risk Fields, and shall not be liable for any damages arising from such use under any circumstances.
8 (Provision of Free Software and Limitation of Liability)
① Any installation software, mobile viewer, PC bundle viewer, etc. (“Free Software”) provided free of charge by the Supplier is an additional service for user convenience, separate from the core functionalities of the Device defined in these Terms.
② The Free Software may experience feature limitations or service interruptions due to External Service environments, and the Supplier shall not be liable for any associated damages.
③ The Free Software is provided “as is,” and the Supplier makes no express or implied warranties such as merchantability or fitness for a particular purpose.
④ The user is solely responsible for the conditions necessary to operate the Free Software, including network environment, security settings, and data backup.
⑤ If it becomes difficult to maintain the Free Software due to government regulations or third-party policy changes, the Supplier may discontinue or offer an alternative after prior notice, and shall not be liable for any damages arising therefrom.
9 (Indemnification and Dispute Resolution)
If the Buyer uses the Device or the Software in an illegal or unauthorized manner that results in a dispute with a third party, the Buyer bears full responsibility for such disputes. All disputes related to this Contract shall first be resolved through amicable consultation between the parties. If such consultation fails, the disputes shall be submitted to the courts located in Seoul, Republic of Korea. The governing law of this contract is the law of the Republic of Korea.