KiTalbum Content License Terms of Use

Article 1. Purpose

The purpose of this Agreement is to clearly define the rights and obligations of both parties in the process whereby the "Company" produces and supplies KiTalbums (hereinafter referred to as the "Album") based on the Content owned by the "Release Partner" and licensed for use by the "Company."
The execution of this Agreement does not imply the transfer of ownership of the Content to the "Company," nor does it constitute a "work for hire." However, exceptions may apply if separately agreed in writing.

Article 2. Mutual Cooperation

Both parties shall actively cooperate to ensure the successful marketing and smooth sales of KiTalbums produced and sold under this Agreement. Such cooperation includes, but is not limited to, activities such as posting on social media, sharing links, and other promotional and sales efforts contributing to the success of the KiTalbums.

Article 3. Definitions

"KiTalbums" means album products incorporating KiT, an encrypted ultrasonic communication token developed and released by the "Company," including but not limited to product cases, printed materials, and accessories.
"Release Partner" means any party—such as an artist, record label, publisher, agency, holding company, or distributor—that uploads Content via the KiTbetter platform and enters into this Agreement to release a KiTalbum.
"Content" means digital files duly owned or licensed by the Release Partner for the production and sale of KiTalbums, including but not limited to master sound sources, images, videos, package designs, and any other sources required for the production of KiTalbums.
"Product" means physical or digital KiTalbums created based on the Content.
"Platform" means the systems or environments operated by the "Company" for receiving requests for production and sales of the Product, managing its operation, and providing services such as fan communities and data analytics, including:
1. the online service www.kitbetter.com
2. the KiTplayer application, a mobile app service enabling Product playback on smart devices.
"Community" means the fan community operated by the "Company" within the Platform, supporting promotional activities of the Release Partner and communication among consumers (Fans).
"Shop" means the sales service of the Product provided by the "Company" through the Platform and other offline distribution channels.
"Artists" means the album production, distribution, usage data, and sales settlement services provided by the "Company" through the Platform.
"Base Price" means the retail price disclosed to consumers minus VAT.
"Monthly Settlement Amount" means the distribution amount payable to the Release Partner after the Product is sold via the Platform. Sales refunded within the settlement month shall be excluded, while non-refunded sales shall be carried over and paid in the subsequent month's settlement.
"Distribution Rate" means the base ratio applied to calculate the amount distributed to the Release Partner based on the Base Price.
"Weighting" means an additional factor applied to the Distribution Rate, determined by promotional and communication activities of the Release Partner within the Community, inclusion of exclusive content in KiTalbums, and post-release activities, among other factors. Specific standards shall follow the Weighting Criteria separately announced on the Platform.
"Settlement" means the act whereby the Release Partner confirms the Monthly Settlement Amount through "Artists" within the Platform and either requests payment or receives it automatically.

Article 4. Content License

The "Release Partner" grants the "Company" a worldwide, perpetual, revocable, non-exclusive, and non-transferable license to use the Content provided by the Release Partner solely for the purposes specified in this Agreement, namely the production and sale of KiTalbums. This license is premised on the Product being sold on the Platform at the Base Price, with the corresponding Monthly Settlement Amount payable to the Release Partner.
The "Release Partner" shall own and retain all ownership rights and unrestricted usage rights to the Content provided, and the deliverables created under this Agreement shall not be deemed "works for hire."

Article 5. Rights and Roles of the Release Partner

The "Release Partner" shall request the "Company" to produce and sell the Product and provide the necessary Content within the scope specified in Article 4.
The "Release Partner" warrants that (i) they legally own or have secured all rights to use the Content provided for the production of the Product, and (ii) the Content does not involve criminal activity or include elements contrary to social norms. If a third party asserts any rights or claims regarding such Content, the Release Partner shall indemnify and hold the "Company" harmless from all related liabilities and shall resolve the matter at their own responsibility and expense.
The "Release Partner" shall create an account within the Community and diligently engage in introduction and promotional activities related to the release of the Product.
The "Release Partner" may access and review buyer Usage Data and Monthly Settlement Amount details related to their Product through the Artists service within the Platform.

Article 6. Rights and Roles of the Company

The "Company" shall operate the Platform and perform the production and sale of KiTalbums.
The "Company" warrants that it legally owns or has licensed all patents, trademarks, or other intellectual property rights necessary for the production of the Product. Should a third party assert any claim or objection related to such technology, the "Company" shall indemnify and hold the "Release Partner" harmless from any liabilities and shall resolve such matters at its own responsibility and expense.
If a third party raises a claim regarding the rights to the Content or its use in the production or sale of the Product, the "Company" may temporarily suspend sales of the affected Product.
The "Company" shall operate the Community and provide the Release Partner with an account to participate in Community activities.
The "Company" shall operate the Artists service within the Platform, collect and analyze buyer Usage Data and Community activity data, and provide such insights to the Release Partner.
Within the scope of the license granted under this Agreement, the "Company" may use the Release Partner's name, trade name, and trademarks for the production and sale of the Product.
Within the scope of the license granted under this Agreement, the "Company" may use the Release Partner's name, trade name, trademark, and a portion of album content (e.g., up to 60 seconds of a sound source or video, or a portion of a registered digital image) for the purposes of producing, selling, and promoting the KiTalbums.

Article 7. Production and Sales

The detailed specifications for the production type of the Product are provided in Appendix 1, which shall be deemed an integral part of this Agreement.
The detailed items of Content required for the production of the Product are provided in Appendix 2, which shall also be incorporated as part of this Agreement.

Article 8. Compensation to the Release Partner

When the Product is sold through the Company's Shop, the Company shall pay the Release Partner the Monthly Settlement Amount calculated based on such sales.
The Distribution Rate and Weighting applied to per-unit sales shall follow the standards announced through the Platform in advance.
The Monthly Settlement Amount shall be calculated as follows:

Monthly sales volume of the Product × Base Price × (Distribution Rate + Weighting)
The Release Partner may review the Monthly Settlement Amount details in real time through the Artists dashboard or management menu within the KiTbetter Platform.
After confirming the settlement details, the Release Partner shall proceed with settlement according to the method defined by the Platform. Settlement procedures shall be distinguished depending on the Release Partner's country of residence as follows:
1. Individual Artists (with registered Stripe account)
  1. Settlement is processed through the registration of a Stripe account.
  2. Once the Stripe account is registered, monthly settlement payments are automatically made, and no separate payment request is required.
  3. Payments are made between the 20th and 25th of the following month based on the sales month. In the event of exceptions, the Company shall provide separate notice to the Release Partner.
2. Artists residing outside the U.S. (in regions where Stripe is unavailable)
  1. If Stripe accounts cannot be used, the Release Partner must request settlement by contacting the customer service center.
  2. The Company shall pay the settlement amount to the Release Partner's designated settlement account in cash within 10 business days after the settlement request is received.

Article 9. Release Partner Ownership and Approvals

The Company acknowledges that the Release Partner may be required to obtain third-party approvals in order to use Content for the production and sale of Products under this Agreement. In such cases, the Release Partner shall be solely responsible for obtaining such approvals.
The Release Partner shall secure consent from record labels, publishers, agents, or other rights holders of the Content to permit use of the Content for the purposes of this Agreement. Where necessary, the Release Partner shall cause such rights holders to execute written consents or approvals. The Release Partner expressly understands and agrees to this responsibility.
Release Partner approvals are as follows:
1. The Release Partner confirms and warrants that they have duly granted to the Company all rights necessary for the Company to perform this Agreement and to use the Content.
2. Where third-party rights exist in relation to the Content, the Release Partner shall be solely responsible for determining whether such rights holders' approvals are required and for securing such approvals.
3. If the Release Partner fails to obtain necessary approvals, or includes incorrect or incomplete approvals, the Release Partner shall bear all resulting liabilities. The Company shall be held harmless from any such liability and the Release Partner shall indemnify the Company in full for any damages incurred as a result.

Article 10. Data Protection

All materials exchanged between the parties in connection with this Agreement shall be treated as confidential and safeguarded with due care. They shall not be publicly disclosed, provided to third parties, or used for any purposes other than fulfilling this Agreement.
Neither party shall, without the other party's prior written consent, arbitrarily disclose or provide to third parties any business information, personal data, or other related data obtained during the contract period, including this Agreement.
In principle, all data provided shall be promptly returned upon termination of this Agreement or upon bankruptcy of either party. If return is not feasible due to the nature of the data, or with the consent of the other party, the data shall be fully destroyed.
Each party shall use the other party's trade secrets, customer personal information, or any information generated therefrom strictly within the minimum scope necessary to achieve the purposes of this Agreement. Such information shall not be used for other purposes, shared with third parties without consent, or subject to loss, theft, disclosure, falsification, damage, infringement, or leakage. Each party must implement all necessary technical and managerial safeguards to ensure security of confidential information.
Access to confidential information shall be strictly limited to the minimum number of employees or personnel ("Handlers") required for the performance of this Agreement. Each party shall provide adequate supervision and training to such Handlers and shall ensure they do not compromise, infringe, or disclose confidential information during or after their engagement.
Each party shall periodically review the protection status of confidential information, and in the event of any anomaly or anticipated risk, shall promptly notify the other party and take appropriate measures. The other party shall fully cooperate with such protective measures.
When the purpose of providing confidential information has been achieved, or upon termination of this Agreement, request by the other party or customer, expiration of the retention period, or discontinuation of business, each party shall immediately destroy or return the confidential information. Paper documents shall be shredded or incinerated, and electronic files shall be technically deleted or returned. Written confirmation, records, or evidence of destruction must be submitted to the other party.
Where laws or regulations require certain confidential information to be retained, such information shall be kept only to the minimum extent required. Upon expiration of the retention period, the information shall be promptly destroyed, with written notice provided to the other party.
If either party (including its employees or agents) fails to return or destroy confidential information, continues to use it for purposes beyond this Agreement, discloses it to third parties, or otherwise violates applicable laws or this Agreement, thereby causing damage to the other party, customer, or any third party, such party shall be jointly and severally liable with the violator to compensate for all resulting damages without delay.

Article 11. Term of Contract

This Agreement shall remain valid for a period of two years from the date of execution.
Unless either party provides written notice of intent to terminate at least one month prior to the expiration of the current term, this Agreement shall automatically renew for successive one-year terms under the same conditions.

Article 12. No Assignment

Neither party may assign, transfer, pledge, or otherwise dispose of all or any part of its status, rights, or obligations under this Agreement to a third party without the prior written consent of the other party.

Article 13. Indemnification

Each party shall indemnify, defend, and hold harmless the other party, including its affiliates, officers, directors, shareholders, employees, representatives, agents, successors, and assigns, from and against all third-party claims and any resulting damages arising out of:
1. Gross negligence or willful misconduct in the performance of its obligations under this Agreement.
2. Any material breach of the representations, warranties, covenants, or obligations set forth in this Agreement.
3. Any claim of infringement relating to Content that the Release Partner does not own or properly license under this Agreement.
In the event of a dispute or damage arising from the interpretation or performance of this Agreement that leads to legal proceedings, the party responsible for the liability or damages shall bear all attorneys' fees and litigation costs incurred by the other party.

Article 14. Termination

If any of the following events occur with respect to either party, making it objectively difficult to achieve the purpose of this Agreement, the other party may immediately terminate this Agreement by written notice without further request for performance:
1. A bill or check issued, endorsed, guaranteed, or accepted by the party is refused payment, dishonored, or becomes subject to suspension of transactions by financial institutions.
2. The party is subject to suspension of business or revocation of business license or registration by the government or court.
3. Reorganization proceedings or bankruptcy proceedings are initiated under court supervision.
4. A resolution is passed for closure, change, or dissolution of the business.
If any of the following events occur with respect to either party, and such event is not remedied within fourteen (14) days after a request for correction by the other party, the other party may terminate this Agreement by written notice. However, if the event is objectively deemed incapable of remedy, termination may be effected immediately:
1. It is deemed significantly difficult for the party to perform this Agreement, or the party is deemed incapable of fulfilling its obligations.
2. The party damages the reputation or credibility of the other party, or interferes with the other party's business.
3. The party breaches the provisions of this Agreement.

Article 15. Force Majeure

Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by force majeure events, including but not limited to natural disasters, riots, wars, rebellions, or government regulations (including those of local governments). If such force majeure circumstances continue for more than one (1) month, either party may terminate this Agreement without liability by providing written notice to the other party.

Article 16. Dispute Resolution

In the event of any dispute arising from the interpretation, application, or performance of this Agreement, the parties shall first endeavor to resolve the matter amicably through mutual consultation.
If the dispute cannot be resolved through consultation, the laws of the Republic of Korea shall apply. In cases where no specific provision is stipulated under Korean law, customary practices and general business conventions shall govern.
If the dispute proceeds to litigation, the exclusive jurisdiction shall lie with the Seoul Central District Court, Republic of Korea.

Article 17. Miscellaneous

Any amendment or modification of this Agreement shall only be valid if made in writing and signed or sealed by both parties.
Following the execution of this Agreement, the parties may enter into additional agreements as necessary to supplement or specify detailed provisions.

Appendix 1. Production Specifications
Appendix 2. Detailed Content Requirements for Production
Appendix 3. Distribution Rate and Weighting Details