THESE Otop Express SERVICES TERMS OF USE (“Terms of Use”) GOVERN THE ACQUISITION AND USE OF THE Otop Express SERVICES.

These Terms of Use (define the rights, obligations, and responsibilities of Samsung SDS America, Inc. (the “Company”) and the Members (defined hereunder) entering into this Agreement by clicking “I Agree” below, in connection with the provision and use of the Otop Express Services (the “Services”) provided by the Company.

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Company’s direct competitors are prohibited from accessing the Services, except with Company’s prior written consent.

These Terms of Use are effective as of the date of Member’s acceptance of these Terms of Use by clicking “I Agree” below.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means these Terms of Use, the Terms of Carriage and Logistics, the Privacy Policy and all documents referenced herein.
“Otop Express” means a virtual business place that the Company operates and through which the Company will provide the Otop Express Services (hereafter defined) using information and communication facilities such as computers in accordance with the Terms of Use in order to trade goods or services.
“Otop Express Services” or "Services" mean services to be performed by the Company using the Otop Express to receive and process requests from Members to transport and store cargo and to provide customs clearance service pursuant to the terms and conditions of this Agreement. “Content” means information obtained by the Company from publicly available sources or its third- party content providers and made available to Member through the Services.
"Member" means a corporate entity that has joined Otop Express as a member.
“Member Data” means electronic Member data and personal information submitted by or for Member via the Services, excluding Content.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Partner Member” means a Member’s trade partner at the Member’s export or import destination. “Relevant Person” means any identifiable individual whose personal information is obtained by Member upon such individual's consent or by giving appropriate notice to such individual as required by applicable laws.

2. EFFECTIVENESS OF TERMS OF USE

2.1 Amendments to Terms of Use. The Company may change, amend, replace, or revise the Terms of Use at its sole discretion at any time to the extent the amended Terms of Use do not breach applicable laws. The amended Terms of Use shall also apply to the Member who has joined Otop Express prior to such amendment. If the Company amends the Terms of Use, it shall specify the effective date, details of the amendment and the reason for the amendment and announce such information and via email to its Members at least 15 days prior to the amendment effective date. Members will also be required to consent to any such amendments upon log-in.
2.2 Member’s Agreement to Amendments. Unless Member provides notice to Company of its disagreement of the amended Terms of Use within the applicable time period in Section 2.1, Member shall be deemed to accept and agree to the amended Terms of Use. If Member notifies Company of its disagreement pursuant to Section 2.2, Member shall not use the Otop Express Service after the amendment effective date and the Company may terminate Member’s contract of the Services.
3. PARTNER MEMBERS 3.1 Membership. To become a Member of Otop Express, applicant corporations must agree to this Agreement and submit the necessary documents and corporate information requested by the Company through the “Sign Up” prompt on Otop Express’s site . The Company reserves the right to reject any application in its sole discretion.
3.2 Partner Membership. Partner Members may sign up to gain access to Services by agreeing to this Agreement and submitting necessary documents and corporate information through Otop Express’s site once an already existing Member emails a Partner Member Invitation to their Partner Member.

4. COMPANY RESPONSIBILITIES

4.1 Provision of Services. The Company will make a good faith effort to provide Members with the Services in accordance with this Agreement and the Otop Express Terms of Carriage and Logistics on a continuous and stable basis.
4.2 Protection of Member Data. Company will maintain a written information security program that includes appropriate technical and physical safeguards for protection of the security, confidentiality, and integrity of Member Data and to address the collection, storage, use, handling, and dissemination of sensitive or personal information (the “Information Security Program”) which shall apply to the Services. Member acknowledges and agrees that (a) Company may collect, process, store, and manage the minimum information necessary to perform its contractual obligations, (b) Company may modify the Information Security Program from time to time at Company’s sole discretion and (c) such modifications will supersede prior versions. No modification to the Information Security Program will materially degrade the security of Services from a prior version. The Company or a third party who received Member Data shall destroy such Member Data upon the completion of the purpose of collecting such Member Data.
4.3 Restrictions on Company’s Use of Member Data. Except as otherwise provided for under this Agreement, the Company shall not use Member Data or disclose it to a third party without the consent of the Member subject to the following exceptions:
(a) if the Company obtains prior or subsequent consent from a Member for allowing the Company to disclose Member Data to third parties for the purpose of providing the Services;
(b) if the Company provides the Member Data in a form that cannot identify a particular individual or entity for the purpose of statistics preparation, academic research, or market research;
(c) if it is necessary for settlement payments due to transactions of goods;
(d) if it is necessary for identification to prevent identity theft;
(e) if it is unavoidable to disclose such information under applicable statutory provisions or law.
4.4 Member’s Access to Member Data. A Member may request access to their Member Data and correct errors at any time, and the Company shall take necessary measures to cooperate with such request. If a Member requests correction of an error, the Company will use commercially reasonable efforts not use the Member Data until the error is corrected.

5. MEMBER RESPONSIBILITIES

5.1 Member Responsibilities. Member will (a) be responsible for its Partner Member’s compliance with this Agreement and the Otop Express Terms of Carriage and Logistics; (b) be responsible for the accuracy, quality and legality of Member Data, the means by which Member acquired Member Data, Member’s use of Member Data with the Services, and the interoperation of any third party applications (“Non-Company Applications”) with which Member uses Services or Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Company promptly of any such unauthorized access or use; (d) use Services and Content only in accordance with this Agreement, the Otop Express Terms of Carriage and Logistics and applicable laws and government regulations; and (e) comply with terms of service of any Non- Company Applications with which Member uses Services or Content. Member shall verify details and conditions for the Services prior to agreeing to the Terms of Use and the Member shall bear any and all losses incurred in conducting the transaction without checking the transaction details and terms of this Agreement. Any use of the Services in breach of the foregoing by Member or Partner Member that in Company’s judgment threatens the security, integrity or availability of the Services, may result in Company’s immediate suspension of the Services, however Company will use commercially reasonable efforts under the circumstances to provide Member with notice and an opportunity to remedy such violation or threat prior to any such suspension.
5.2 Usage Restrictions. Member will not (a) make any Services or Content available to anyone other than Member or Partner Member, as applicable, or use any Services or Content for the benefit of anyone other than Member or its Affiliates; (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or Content, or include any Services or Content in a service bureau or outsourcing offering; (c) use the Services or Non- Company Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services or Non-Company Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein; (f) attempt to gain unauthorized access to any Services or Content or related systems or networks; (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company intellectual property except as permitted under this Agreement; (h) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof; (i) copy Content except as permitted herein; (j) frame or mirror any part of any Services or Content, other than framing on Member's own intranets or otherwise for its own internal business purposes; (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.
5.3 Removal of Content and Non-Company Applications. If Member receives notice that Content or a Non-Company Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or any acceptable use and/or external- facing services policies, Member will promptly do so. If Member does not take required action in accordance with the above, or if in Company’s judgment continued violation is likely to reoccur, Company may disable the applicable Content, Services and/or Non- Company Application. If requested by Company, Member shall confirm such deletion and discontinuance of use in writing and Company shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if Company is required by any third party rights holder to remove Content, or receives information that Content provided to Member may violate applicable law or third- party rights, Company may discontinue Member’s access to Content through the Services.
5.4 Member’s Personal Information. With regard to any personal information Member provides to the Company under this Agreement, Member shall (a) provide any required notices to and obtain any consents and/or authorizations from Relevant Person related to its use of Services and the Company’s processing of such personal information; and (b) comply with all applicable laws for collecting, processing, and transferring such personal information to SDS, if any. Any personal information provided by Member to the Company shall be handled and processed in accordance with Company’s Privacy Policy available .
5.5 Member's Obligation related to Open AI. A Member is solely responsible for any third party software, services or other products, as well as any third party artificial intelligence software or systems (collectively, the “Third Party Products”) the Member uses in connection with the Company’s services (the“Services”). Third Party Products include, but are not limited to, OpenAI, L.L.C.’s ChatGPT plugin, which allows Members who choose to enable such plugin to send instructions and receive information from external applications or websites. A Member may use a Third Party Product with any Service only in a manner that does not subject the Company’s intellectual property or technology to any terms and conditions governing such Third Party Product. The Company is not a party to and is not bound by such terms and conditions. The Company does not grant any licenses or rights, express or implied, to such Third Party Product. Artificial intelligence and machine learning are rapidly evolving fields, and the Services may sometimes produce incorrect or misleading results. Members shall always evaluate the accuracy and usefulness of any output from the Services before using them. The following terms and conditions govern the use of any Third Party Products in connection with the Services by Members:
(a) SERVICES AND COMPANY DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT OR INFORMATION WILL BE SECURE OR NOT LOST OR ALTERED;
(b) NEITHER COMPANY NOR ANY OF COMPANY’S AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
(c) COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS (USD $ 100);
(d) The Company is not responsible for the accuracy, completeness or reliability of any content or information provided by Members or generated by any Third Party Products;
(e) Members will not: (ⅰ) use the Services in a way that infringes, misappropriates or violates any person’s rights; and (ⅱ) provide any personal information in the process of using the Services through any Third Party Products;
(f) Members’ information, questions and/or requests to use the Services through any Third Party Products will not: (ⅰ) pose a security vulnerability or threat to the Company or any Third Party Products; (ⅱ) interact with the Company or any Third Party Products in a manner that is deceptive, false, misleading, or harassing; (ⅲ) contain illegal, defamatory, pornographic, harmful, infringing, or otherwise objectionable content; (ⅳ) include any malware, viruses, surveillance, or other malicious programs or code; and (ⅴ) interfere with, damage, or access in any unauthorized manner any software, technology or services of the Company or any third party.

6. SUSPENSION AND REJECTION OF SERVICES

6.1 Suspension. The Company may temporarily or permanently suspend the provision of Services to a Member in case of maintenance, inspection, replacement, or breakdown of information and communication facilities such as computers, or interruption of communication or any other similar events, including, but not limited to:
(a) abnormal excessive traffic occurs in connection with a system operated by a Member using the Services, which affects Company’s network;
(b) a Member is deemed to be a risk to the Company’s provision of Services due to Member’s failure to properly update security;
(c) a national emergency, facility defects, or rapid increase of use of Services that creates a risk of disruption of Services;
(d) natural disasters creating a risk of Company providing stable Services;
(e) applicable telecommunications service provider discontinues its telecommunications service;
(f) a Member uses the Services for a purpose contrary to this Agreement or national interest or public interest;
(g) a Member’s use of Services is in breach of this Agreement, applicable laws and regulations, or violates public ethics or order;
(h) a Member’s use of Services damages the reputation of third parties or causes disadvantages to third parties;
(i) a Member’s server is infected, hacked, or suspected of being subject to any virus attack;
(j) the Company has a legal basis for suspending the Member’s use of the Services;
(k) a government authority requests or orders Company to suspend the provision of Services.
6.2 Company’s Responsibilities in the Event of Suspension. The Company shall not be liable to any Member or third party for any damaged caused by suspension of Services described in Section 6.1. The Company shall provide a Member notice of suspension in accordance with the notice requirements of this Agreement.
6.3 Company’s Rejection of Services. The Company may reject the provision of Services to a Member when the Company considers that the following circumstance arises or could arise if:
(a) any information or request provided by a Member is false or contains an omission or type;
(b) rejection is deemed necessary in order to comply with applicable law, government regulation, order, or direction including, but not limited to U.S. Export Administration Regulations (EAR), the U.S. International Traffic in Arms Regulations (ITAR); or other U.S. sanctions or prohibitions on the export, re- export, or transfer of the Services;
(c) the Company determines that performance of the Services for Member may jeopardize or have a considerable adverse effect on safety of other cargos, persons or properties;
(d) the Company determines that it is inappropriate or infeasible to carry out the Services by reason of weight, size, nature, or any other condition of the cargo;
(e) the following cargoes are the subject matter of the Services:
(i) corpses or cremated human remains or ashes;
(ii) bank notes, cheques, or any other negotiable instrument;
(iii) animal products (including ivory, shark fins, and animal corpses captured or hunted)
(iv) firearms/explosives (including gun parts such as telescopes for guns, gun barrels, and firing mechanisms)
(v) counterfeit items or objects;
(vi) narcotics or illegal substances/drugs;
(vii) hazardous waste;
(viii) live animals;
(ix) gold bullion or jewelry;
(x) processed precious stone;
(xi) illicit tobacco or other goods prohibited by law;
(xii) military supplies (items classified as secret by government);
(xiii) personal chattel (personal belongings) and inventories, commercial product for personal use, donated items (non-commercial);
(xiv) plants (including seeds, soil, moss, but only if transport of them is prohibited by the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”);
(xv) unauthorized sources of food (including frozen meat, chicken and duck being packaged improperly and any end product of frozen food being packaged properly);