Chapter 1 General Provisions

Article 1 (Purpose)

These Terms of Use (the “Terms”) are intended to set forth the rights, obligations, responsibilities, conditions of use, procedures, and other matters between Hanco Lab (the “Company”) and its customers in connection with the use of custom software development and implementation, delivery, maintenance, and all related services provided by the Company (the “Services”).

Article 2 (Definitions)

1. For purposes of these Terms, the following terms shall have the meanings set forth below.

   • “Customer” means an individual, corporation, or organization that agrees to these Terms and requests or receives the Services from the Company.

   • “Individual Agreement” means an agreement between the parties concerning a particular project, as evidenced by a quotation, proposal, Project Specifications, statement of work (SOW), contract, purchase order, email, messenger communication, or other electronic document.

   • “Project Specifications” means a document that constitutes all or part of an Individual Agreement and in which the Customer and the Company have finally reviewed and approved the development purpose, functions, screens, integration targets, operating conditions, Deliverables, acceptance criteria, schedule, and other scope of development. A draft prepared during the quotation, consultation, or discussion process shall not constitute the Project Specifications until finally reviewed and approved by the parties.

   • “Customer-Provided Materials” means trading ideas, logic, conditions, parameters, data, account information, API keys, authentication information, test environments, documents, and other materials provided or entered by the Customer for purposes of requesting, developing, accepting, or operating the Services.

   • “Company-Provided Materials” means requirements analysis and organization materials, draft Project Specifications, functional specifications, technical proposals, implementation plans, system structures and architectures, screen and data designs, work breakdown structures, schedule and quotation proposals, test plans, and other proposal or design materials prepared by the Company during consultation, quotation, contract formation, or provision of the Services. Portions that merely reproduce Customer-Provided Materials, publicly available information, and the Customer’s ideas or requirements themselves are excluded.

   • “Deliverables” means software, systems, source code, executable files, documents, configuration files, design outputs, and other custom development outputs expressly identified as deliverables in an Individual Agreement or the Project Specifications.

   • “External Services” means securities companies, exchanges, brokers, virtual asset service providers, data providers, TradingView, MetaTrader, cloud providers, operating systems, libraries, APIs, and any other services or systems not directly operated by the Company.

   • “Maintenance” means investigating and correcting reproducible errors in accepted Deliverables within the scope of the Project Specifications, or providing technical support separately agreed upon by the parties.

2. Terms not defined in these Terms shall be governed by applicable laws and regulations, the “Hanco Lab Privacy Policy,” the “Hanco Lab Investment Risk Disclosure,” the applicable Individual Agreement, and generally accepted commercial practices.

Article 3 (Effectiveness and Amendment of the Terms)

1. These Terms become effective when the Customer agrees to them in the course of using the Services and the Company accepts such agreement. Amended Terms shall become effective for existing Customers in accordance with the procedures set forth in this Article. Formation of a Service Agreement and an Individual Agreement shall be governed by Article 8.

2. The Company may amend these Terms when necessary, provided that such amendment does not violate applicable laws and regulations.

3. When amending these Terms, the Company shall notify Customers of the amendments, their effective date, and the method for rejecting the amendments or terminating the agreement by a reasonable means, such as email, electronic document, a website operated by the Company, or a customer support channel.

   • Corrections that do not materially affect a Customer’s rights, obligations, or conditions of use, such as typographical errors, contact information, or statutory citations, may be announced by posting a revision history.

   • Ordinary amendments shall be announced at least seven days before their effective date.

   • Amendments that are adverse to Customers or materially affect contractual terms shall be announced at least 30 days before their effective date.

4. Amendments that require separate or express consent under applicable law shall be subject to the notice and consent procedures prescribed by such law. The Company shall not unilaterally change the fees, scope of work, intellectual property rights, or other essential terms of an already executed Individual Agreement without the Customer’s express consent.

5. If an Individual Agreement conflicts with these Terms, the Individual Agreement shall prevail with respect to the development scope, fees, schedule, Deliverables, acceptance, Maintenance, and ownership of rights for the relevant project. These Terms shall apply to matters not expressly provided otherwise in the Individual Agreement.

6. If the Customer does not agree to amended Terms, the Customer may notify the Company before their effective date and request termination or expiration of the agreement in accordance with applicable laws and the Individual Agreement.

Article 4 (Supplementary Rules)

1. The Company may establish separate operating policies in addition to these Terms and shall publish them on the Company’s website (hancolab.com).

2. Matters not expressly provided in these Terms shall be governed by the operating policies, usage guides, and applicable laws and regulations.

3. The Customer shall monitor whether these Terms or the operating policies have changed and review any notice of amendment. This obligation does not replace the Company’s notice and consent obligations under Article 3.

Article 5 (Notices to Customers)

1. When the Company is required to notify a Customer, it may provide individual notice using the email address, telephone number, or other contact information supplied by the Customer. If individual notice is impracticable because the contact information is incorrect or absent, or because the Customer’s account on an open marketplace or messenger service has been deactivated, the Company may substitute individual notice by posting the notice on the Company’s bulletin board or a similar location for at least seven days.

2. For notices addressed to all Customers, the Company may substitute the individual notice described in the preceding paragraph by posting the notice on the Company’s bulletin board for at least seven days. However, matters materially affecting the individual Customer’s transaction shall be notified by the same method as provided in paragraph 1.

Article 6 (Obligations of the Company)

1. The Company shall not engage in conduct contrary to applicable laws, these Terms, or an Individual Agreement and shall faithfully provide the Services within the agreed scope.

2. In handling Deliverables and Customer-Provided Materials and providing the Services, the Company shall endeavor to establish and operate security measures appropriate to the nature and technical level of the Services.

3. The Company shall review reasonable inquiries, complaints, or error reports submitted by Customers and, if immediate resolution is difficult, shall inform the Customer of the reason and the expected resolution schedule.

Article 7 (Protection of Personal Information and Confidentiality)

1. The Company shall endeavor to protect Customers’ personal information in accordance with applicable laws. Matters concerning the protection of Customers’ personal information shall be governed by applicable laws and the “Hanco Lab Privacy Policy” established by the Company.

2. The Company and the Customer shall not use any technical, business, or financial information of the other party, Customer-Provided Materials, authentication information, or other information that reasonably should be treated as confidential (collectively, “Confidential Information”) for any purpose other than performance of these Terms and the Individual Agreement, nor disclose it to a third party without the other party’s prior written consent (including consent by electronic document), except in the following cases:

   1. where necessary for the outsourcing of personal information processing in accordance with the “Hanco Lab Privacy Policy” and applicable laws, or for compliance with legal obligations;

   2. where personal information or Confidential Information has been sufficiently de-identified or statistically aggregated so that an individual, Customer, or Customer project cannot reasonably be identified or inferred, and is used for internal analysis, improvement of service quality, security, or operations, or compliance with legal obligations.

3. Use under paragraph 2(2) does not include disclosure to third parties, use in portfolios, promotional or marketing materials, or publication of project-specific case studies. Any such use shall be governed by paragraphs 5 and 6.

4. Confidential Information does not include information that:

   1. the receiving party can prove it lawfully possessed before receipt;

   2. the receiving party can prove it independently developed after receipt without using the other party’s Confidential Information;

   3. became public through no fault of the other party;

   4. was lawfully obtained from a third party without a confidentiality obligation; or

   5. must be disclosed pursuant to applicable law or a request by a court or competent administrative authority, provided that, unless prohibited by law, the disclosing party shall notify the other party in advance and disclose only what is necessary.

5. Notwithstanding paragraph 2, the Company may, without separate Customer consent, use de-identified Deliverables meeting all of the following conditions to introduce the Company’s technical capabilities, publish use cases, or create marketing materials such as websites, proposals, and videos:

   1. the Customer, the Customer’s end users, trade name, trademarks, service names, domains, accounts, contact information, and other direct or indirect identifiers are deleted, replaced, or generalized so that a reasonable third party would have difficulty identifying or inferring the Customer or project;

   2. the Customer’s core trading strategies, entry and exit conditions, key parameters, source code, API keys and authentication information, original data, operating-environment information, and other trade secrets are deleted or sufficiently generalized to prevent restoration or inference;

   3. the materials do not contain the Customer’s actual account balance, transaction history, profit or loss, rates of return, order information, or Customer-specific performance; any screen demonstration shall use de-identified test data or a reconstructed demonstration screen; and

   4. no separate Individual Agreement or nondisclosure agreement restricts or prohibits such use.

6. To use screens of Deliverables, project details, the Customer’s trade name or trademark, actual operations or performance data, or Customer-Provided Materials that do not satisfy paragraph 5 in a portfolio or promotional or marketing materials, the Company shall obtain the Customer’s prior written or electronically documented consent specifying the scope, media, and duration of use.

7. If the Company is required to provide separate consent, notice, or safeguards in connection with the Customer’s country of residence or the location of data processing, it shall do so in accordance with applicable law.

Chapter 2 Service Agreements and Customer Obligations

Article 8 (Formation of Service Agreements and Individual Agreements)

1. A Service Agreement is formed when the Company presents the Customer with a quotation, Project Specifications, these Terms, and other contractual conditions; the Customer expressly agrees to them; and the Company confirms formation of the agreement by electronic document, email, messenger, or other reasonable means. The Customer and the Company may express their intent through an electronic document or electronic message, and the Company may record whether and when the Customer agreed to the Terms and the version accepted.

2. Even where the Customer applies for the Services through a third-party intermediary platform, including an open marketplace, the Individual Agreement between the Company and the Customer is formed only after the Customer has reviewed and expressly agreed to these Terms, the applicable Investment Risk Disclosure, and the Project Specifications, and the Company has accepted the application. The Company may verify and retain evidence of the Customer’s consent and the applicable version of the Terms through platform messages, email, electronic signature, or other reproducible electronic means.

3. Where emergency measures or expedited performance are required, an Individual Agreement is also formed when the Customer and the Company agree by electronic document or electronic message on the project subject, requested specifications, fees, payment terms, schedule, and applicable Terms, and the Company accepts such agreement. Any contract subsequently prepared shall confirm and supplement the already-formed Individual Agreement; any term different from the prior agreement requires a separate agreement between the parties.

4. Before entering into a Service Agreement, the Customer shall review the price, payment method, schedule, details of the Services, and guidance provided by the Company.

5. If the Customer enters into a Service Agreement on behalf of a corporation or organization, the Customer represents that it has authority to agree to these Terms on behalf of that corporation or organization.

6. Before an agreement is formed, the Company may reject an application for the Services if:

   1. the Customer uses another person’s name, account, payment method, or identifying information, or provides materially false information;

   2. without justifiable cause, the Customer fails to provide information or materials necessary to use the Services or enter into an Individual Agreement;

   3. the Customer-Provided Materials or requirements violate applicable law or may infringe a third party’s intellectual property, trade secrets, personal information, or other rights;

   4. the Customer intends to use the Services for an improper purpose, a security breach, or an unlawful financial or investment-related business;

   5. performance of the project is objectively difficult due to the Company’s technical or staffing capacity, security requirements, or the terms of use of an External Service;

   6. the Customer has materially breached a prior agreement with the Company or has failed to pay amounts due for an extended period;

   7. the Customer attempts to enter into an agreement without authority to represent a corporation or organization;

   8. the Customer is under 14 years of age; or

   9. any other reasonable ground exists for the Company to reject the application because it violates applicable law or these Terms.

7. If, after an Individual Agreement is formed, any of the following occurs, the Company may provide the Customer a reasonable period to cure and, if the Customer fails to cure within that period, suspend all or part of the Services or terminate the Individual Agreement to the extent necessary:

   1. the Customer provides false information or omits a material fact concerning material information or Customer-Provided Materials forming the basis of the agreement;

   2. the Customer materially breaches these Terms or the Individual Agreement and fails to cure the breach;

   3. the Customer-Provided Materials, requirements, or use of the Deliverables violate applicable law or infringe a third party’s rights, and the Customer rejects a reasonable corrective or alternative measure proposed by the Company;

   4. the Customer’s conduct materially compromises, or creates a specific risk of materially compromising, the information security, system stability, or rights of the Company or a third party; or

   5. provision or continuation of the Services is restricted by law or by an order or request of a court, investigative body, or competent administrative authority.

8. If the Customer’s conduct is manifestly unlawful, there is a risk of a serious security incident or rights infringement, or immediate action is required by law, the Company may immediately suspend the Services or terminate the Individual Agreement to the extent necessary without first requesting cure under paragraph 7. Unless prohibited by law or urgent circumstances, the Company shall promptly notify the Customer of the reason. Fees, work in progress, Deliverables, materials, and settlement upon termination of the Individual Agreement shall be handled in accordance with Article 21.

9. A minor aged 14 or older but under 19 must obtain the consent of a legal representative before using the Services. A Service Agreement entered into without such consent may be rescinded by the minor or legal representative in accordance with the Korean Civil Act and other applicable laws.

Article 9 (Customer Obligations)

1. The Customer shall comply with applicable laws, these Terms, usage guides, and notices issued by the Company in connection with the Services.

2. When entering into a Service Agreement, the Customer shall provide the Company with current and accurate information.

3. The Customer shall promptly inform the Company of any change to information stated when entering into a Service Agreement or Individual Agreement. The Customer shall bear disadvantages directly resulting from failure to provide such notice, except to the extent caused by the Company’s intent or negligence.

4. The Customer shall not:

   1. provide false information or another person’s information when applying for the Services, changing Customer information, or entering into an Individual Agreement;

   2. unlawfully collect, retain, disclose, or use another person’s personal information, account or authentication information, or the Company’s nonpublic information;

   3. outside the Licensed Scope under Article 19(5), or unless expressly permitted in an Individual Agreement or approved in advance by the Company in writing (including electronic documents), transfer, sell, resell, lend, lease, sublicense, provide, share, or distribute Deliverables, copies thereof, or rights to use them, or use Deliverables to provide a service, subscription, signal service, or other commercial offering to a third party;

   4. unless otherwise provided in an Individual Agreement or approved in advance in writing by the Company, provide, disclose, or reproduce all or a substantial part of Company-Provided Materials to a third party, or use them to obtain quotations, bids, development, or implementation services from a third party;

   5. circumvent or exceed restrictions on authorized users, devices, accounts, use environments, or deployment environments under an Individual Agreement;

   6. disable or circumvent technical protection measures, license-verification procedures, or security measures, or use the Services or Deliverables through unlawful or abnormal means;

   7. except as permitted by applicable law, Article 19, or an Individual Agreement, reverse engineer, decompile, disassemble, extract, reproduce, modify, or attempt to do any of the foregoing to Company Proprietary Assets, nonpublic source code, or security information;

   8. enter or use strategies, data, or content that infringe the intellectual property, trade secrets, personal information, or other rights of the Company or any third party;

   9. disseminate false information about, or impersonate, the Company, its officers or employees, or the Services;

   10. use the Deliverables to conduct investment advisory, discretionary investment management, investment brokerage, or other unlawful financial or investment-related business without any registration, authorization, or filing required by applicable law; or

   11. otherwise materially interfere with the Company’s normal operation of the Services in violation of applicable law, these Terms, or an Individual Agreement.

5. If conduct prohibited under paragraph 4 is detected, the Company may take appropriate action in light of the severity and urgency of the violation, including requesting cure, suspending work, restricting access, terminating the agreement, or reporting or filing a complaint with investigative authorities. Except where urgent security measures or immediate action under law is required, the Company shall notify the Customer of the reason to the extent practicable.

6. The Customer shall hold all rights, authority, and consents necessary for the use and integration of Customer-Provided Materials and External Services designated by the Customer and shall grant the Company the permissions necessary to perform the Services using them.

7. The Customer shall not use Deliverables outside the Licensed Scope, represent that the Company endorses or is affiliated with the Customer, or improperly use the Company’s trade name, trademarks, or service information.

8. Before entering into an agreement, the Customer shall clearly provide the functions, inputs and outputs, trading and calculation logic, entry, exit, stop-loss and take-profit conditions, data and integration targets, user flows, performance conditions, test scenarios, and other requirements to a level reasonably understandable by a third party. In particular, if the Customer uses generative AI or another automated tool to prepare or organize requirements, the Customer must personally conduct a final review and verification of the content and wording.

9. The Customer shall promptly provide materials, responses, access rights, test environments, and decisions reasonably requested by the Company for development, acceptance, and delivery.

10. Within the scope reasonably requested by the Company for installation, technical operation checks, error reproduction and analysis, debugging, testing, or acceptance of Deliverables, the Customer shall provide test data, test environments, logs, access rights, simulated accounts, and other necessary materials. The Customer and the Company shall, where possible, prioritize simulated trading, sandboxes, read-only permissions, or environments restricting order or withdrawal authority. Only where technical operation must be verified in an account, trading environment, or External Service available solely to the Customer and cannot reasonably be replaced by a simulated or restricted environment may the Customer, by separate express consent, provide the Company with actual-account or API access rights to the extent necessary.

11. When providing actual-account or API access rights under the preceding paragraph, the Customer shall, where possible, use test-specific or separately issued authentication information, exclude withdrawal and funds-transfer authority, and set the minimum necessary scope of permissions, duration, account, and IP allowlist. The Customer shall directly review and determine the actual account, funds, instruments, test scenarios, and Deliverable settings used for testing. If the Customer does not provide a necessary test environment or cooperation and operation of certain functions or reproduction of an error becomes impossible, the Company may adjust the testing, acceptance, or delivery schedule or limit the relevant verification procedure.

Article 10 (Provision of Information and Receipt of Advertising Information)

1. The Company shall not use a Customer’s personal information, Customer-Provided Materials, or Deliverables for advertising placement, advertising personalization, targeting, or provision to third parties, except for use under Article 7(5) and (6).

2. The Company may provide information deemed necessary during use of the Services through its website, notices, or similar means, and may provide such information by email or other means with the Customer’s prior consent. The Customer may opt out at any time by notifying the Company by email or other means.

3. The Customer may opt out of advertising communications at any time, except for transaction-related information required by applicable law and responses to Customer inquiries.

Chapter 3 Provision of the Services and Use of Deliverables

Article 11 (Nature of the Services)

1. The Services are custom software development and implementation services that technically design and implement requirements determined by the Customer. Programs, executable files, source code, execution results, documents, or technical support provided by the Company are technical implementations of functions and conditions requested by the Customer or agreed upon by the parties.

2. The Company is not an investment adviser, discretionary investment manager, securities company, exchange, broker, or virtual asset service provider and does not provide financial services subject to registration as an investment advisory or discretionary investment management business under the Financial Investment Services and Capital Markets Act of the Republic of Korea. The Company does not accept, transmit, or execute orders on behalf of a Customer or in its own discretion, hold or manage Customer assets, or provide investment judgments or advice to an individual Customer. Implementing order or trading logic determined by the Customer in a Deliverable, or conducting a technical test approved by the Customer under paragraph 6, does not constitute any of the foregoing. The Customer shall directly determine and request the functions, inputs and outputs, trading and calculation logic, entry, exit, stop-loss and take-profit conditions, data and integration targets, user flows, performance conditions, test scenarios, and other requirements to be implemented. In doing so, the Company does not select, designate, approve, or recommend to the Customer any particular security, financial product, strategy, parameter, trading time, or position.

3. Code, numerical values, formulas, tables, graphs, logic, and algorithms included in Deliverables are technical applications of criteria determined by the Customer, conditions agreed by the parties, or generally accepted calculation rules. They do not constitute a judgment, solicitation, or individualized recommendation that any financial product, strategy, parameter, investment, or transaction is suitable or profitable for the Customer.

4. Fees for the Services are consideration for development, implementation, Maintenance, and other services required to technically implement the Customer’s requirements. They are not compensation for investment advice, discretionary investment management, brokerage, agency, solicitation, or investment judgment concerning the value of securities or financial products or whether, in what quantity, at what price or time, or by what method to buy, sell, or hold them for an individual Customer.

5. The Company’s review of Project Specifications, organization of requirements, review of technical feasibility, provision of technical review comments or alternatives, and testing or acceptance of Deliverables do not verify or guarantee the profitability, suitability, or future performance of the Customer’s trading ideas, strategies, or investment judgments. Technical comments provided by the Company do not constitute legal, tax, or financial advice or the Company’s approval or guarantee of the Customer’s investment strategy.

6. The Company may use a Customer’s demo account, actual account, or API access rights to verify and accept the technical operation of Deliverables only with the Customer’s express consent. The Company shall use such access only for testing, debugging, and quality assurance within the purpose and scope approved by the Customer and shall not make investment judgments for the Customer or independently determine or change any instrument, quantity, price, timing, or order condition. Any test that may result in an actual transaction shall be conducted solely to technically verify the logic, settings, and test scenarios confirmed by the Customer. The Company shall not record authentication information in source code, repositories, or ordinary logs and shall cease using the access rights and securely delete authentication information in its possession upon the earliest of completion of testing, achievement of the purpose, or the Customer’s revocation of access.

7. The Customer shall independently make all investment, trading, and business decisions and bears responsibility for such decisions and their results. Where necessary, the Customer shall separately seek advice from appropriately qualified or registered financial professionals and tax or legal professionals. This paragraph does not exclude liability arising from the Company’s intent or negligence or breach of these Terms or an Individual Agreement.

8. Customer support channels operated or provided by the Company offer guidance on technical use, installation, operation, and error handling. They do not provide advice concerning individualized investment judgments, whether to trade, selection of instruments, strategies, or parameters, or the timing of investments or trades.

Article 12 (Provision and Use of the Services)

1. The Company shall provide the Services within the scope and subject to the conditions set forth in the Individual Agreement. Unless otherwise provided in the Individual Agreement, development and implementation work shall begin when the Customer has paid the entire Service fee under Article 20 and such payment or deposit has been confirmed, and all agreed prerequisites for commencement have been satisfied, including finalization of the Project Specifications and provision of Customer-Provided Materials and necessary access rights.

2. The Company shall not change the functions or type of Deliverables, the method of transfer or deployment, fees, or other material terms of an Individual Agreement without the Customer’s consent. However, the Company may reasonably change development methods, technologies used, staffing, order of work, or internal operating methods within the scope consistent with the Project Specifications.

3. The Company may temporarily restrict or suspend all or part of the Services if:

   • inspection, maintenance, replacement, or improvement of systems, development or deployment environments, or security facilities provided or operated by the Company is necessary;

   • a security incident, abnormal use, communications, cloud, or power outage, or other urgent measure requires such action;

   • required by law or by a request or order of a court or competent administrative authority;

   • a natural disaster, war, national emergency, or other force majeure event beyond the Company’s reasonable control occurs; or

   • normal provision of the Services is otherwise impracticable due to circumstances beyond the Company’s reasonable control.

4. If a restriction or suspension under the preceding paragraph may affect performance of an Individual Agreement, the Company shall notify the Customer of the reason and anticipated impact, except in an emergency or where notice is prohibited by law. Adjustment of a project schedule, suspension of performance, and settlement shall be governed by Articles 15 and 21.

5. If the Company provides free consultation before formation of an agreement or without a separate agreement, the consultation is general and preliminary guidance intended to understand the Customer’s requirements and evaluate whether the Services can be provided. Free consultation alone does not create a binding agreement or guarantee concerning an Individual Agreement, Project Specifications, fees, development schedule, or performance of Deliverables. An Individual Agreement is formed only when the Customer and the Company expressly agree in accordance with Article 8.

6. The Company may change or discontinue the eligibility, method, hours, or availability of free consultation as operationally, technically, or legally necessary.

7. The Company may restrict all or part of the Services for Customers in a particular country or region in light of applicable laws, sanctions and export controls, terms of External Services, security, or technical feasibility. If such restriction affects an Individual Agreement, the Company shall consult with the Customer regarding the schedule, scope, or settlement.

Article 13 (Finalization, Review, and Interpretation of Project Specifications)

1. The scope of the Company’s development and implementation, the functions, operation, and performance of Deliverables, Deliverables to be provided, and acceptance criteria shall be determined by the Individual Agreement and the Project Specifications finally reviewed and approved by the Customer and the Company. If the Company organizes, summarizes, or converts Customer-Provided Materials into technical language and prepares draft Project Specifications, a functional specification, or another document, such document shall not constitute finally reviewed and approved Project Specifications until the Customer expressly reviews and approves its contents.

2. Oral explanations, messenger communications, proposals, or draft Project Specifications made during quotations, consultations, or discussions are included in the development scope only if expressly incorporated into the Individual Agreement or Project Specifications, or separately agreed by the parties through an electronic document or other reproducible means specifying the content to be incorporated and, if fees or the schedule are affected, the terms of the change.

3. The Customer is responsible for reviewing and confirming the accuracy, completeness, clarity, and consistency of Customer-Provided Materials, requirements, functional descriptions, examples, screens, data, use scenarios, and test criteria to be incorporated into the Project Specifications. Before providing materials or approving their incorporation into the Project Specifications, the Customer shall verify that their content conforms to the Customer’s actual intent and requirements. In particular, if the Customer provides or requests incorporation of materials generated, organized, summarized, or translated using generative AI or another automated tool, the Customer must personally conduct a final review and verification of the content and wording.

4. If the Project Specifications or Customer-Provided Materials are reasonably susceptible to more than one interpretation, or if the meaning, processing order, priority, exception handling, input values, output values, expected results, or test criteria of a function are unclear or internally inconsistent, the Company may request supplementation, re-review, or confirmation from the Customer at any stage of consultation, development, testing, acceptance, or delivery. Until the matter is clarified, the Company may place affected development, testing, acceptance, or delivery on hold or adjust the schedule to the extent affected.

5. If the Company reasonably implements Deliverables in accordance with the language, interrelationship, and ordinary technical meaning of the Individual Agreement, Project Specifications, and attachments, examples, and test criteria objectively available at the relevant time, the Company shall not be deemed to have implemented the Deliverables contrary to the Project Specifications merely because the Customer later claims a different intent or expectation, or because Customer-Provided Materials or materials generated or organized using generative AI or another automated tool contained an error, omission, ambiguity, or inconsistency, even if the Company did not make a prior confirmation request under paragraph 4. Any resulting change or additional development shall follow the change-request and additional-development procedures under Article 14. This paragraph does not apply if the Company implemented the Deliverables contrary to an express provision of the Project Specifications, a matter expressly approved by the Customer, or an objectively verifiable example or test criterion.

6. If the Customer’s requirements or interpretation changes after finalization of the Project Specifications, the change-request and additional-development procedures under Article 14 shall apply. A change request not expressly agreed by the parties shall not be incorporated into the existing Project Specifications.

Article 14 (Changes, Additions, and Scope Adjustments)

1. The Company shall develop Deliverables based on the content and scope expressly set forth in the Individual Agreement and Project Specifications. Unless expressly agreed by the Company, functions, logic, screens, External Service integrations, data provision, operating-environment setup, source-code delivery, deployment or operational support, or performance targets not specified in the Project Specifications are not included in the Services.

2. If, after finalization of the Project Specifications or commencement of development, the Customer seeks to change, add, or delete any function, logic, screen, integration, data, performance requirement, form of delivery, schedule, or other development scope, the Customer shall submit a written or electronic request identifying the subject of the change, the requested content, and the expected operation. A Customer request alone does not mean that the Company has accepted it or that the existing Project Specifications have changed.

3. The Company is not obligated to accept a change request and may review its effect on the status of existing work, completed or ongoing work, design, code and data structures, testing and acceptance, security and stability, External Service integrations, schedule, fees, and third-party terms of use.

4. Based on the review under the preceding paragraph, the Company may propose whether the change is feasible, additional or adjusted fees, schedule, Deliverables, acceptance criteria, technical limitations, risks, and alternatives. A review, inquiry, meeting, opinion, quotation, or provisional technical assessment by the Company does not itself constitute acceptance of a change request or amendment of the existing Project Specifications.

5. A change request shall be incorporated into the existing Project Specifications or Individual Agreement only if the parties expressly agree in writing or by electronic document on the changed scope, fees, payment terms, schedule, Deliverables, and, where necessary, acceptance criteria. If additional fees are agreed, the Company may commence the change or additional development after the agreed payment conditions have been satisfied.

6. The Company may reject a change request if it may violate applicable law or third-party rights, conflicts with the terms of an External Service, causes a material deterioration in security or stability, is incompatible with the existing system architecture, is technically impracticable, or materially exceeds the Company’s reasonable staffing, technical, or scheduling capacity. Such rejection shall not constitute a breach of the Company’s obligations under the existing Project Specifications.

7. Even where the Customer requests deletion or reduction of a function or scope, work may already have been performed, or the deletion may require code modification, structural changes, testing, and adjustment of documents, settings, or deployment environments. Therefore, deletion or reduction alone does not automatically entitle the Customer to a reduction or refund of fees already paid or to work free of charge. Necessary work, fees, and schedule shall be separately determined in accordance with paragraphs 3 through 5.

8. A change request not expressly agreed by the parties is not included in the existing Project Specifications or the scope of development, delivery, or free Maintenance. Schedule and cost consequences resulting from delay in a change request or the Customer’s review or approval thereof shall be governed by Article 15.

9. This Article does not apply to the Company’s obligation to correct Deliverables implemented contrary to finalized Project Specifications or matters expressly approved by the Customer. Such correction and acceptance shall be governed by Article 16.

Article 15 (Schedule, Suspension of Development, and Delay)

1. The development schedule and scheduled delivery date shall be as set forth in the Individual Agreement or Project Specifications. Unless otherwise provided, the scheduled delivery date means the date on which the Company completes the internal development and testing reasonably necessary to verify the technical operation of Deliverables and provides the Customer with the Deliverables or an environment in which acceptance can be conducted. It does not include the Customer’s acceptance, feedback, re-acceptance, or additional verification in the Customer’s operating environment. If the Individual Agreement separately specifies a delivery date, the Company’s testing schedule, and the Customer’s acceptance schedule, those provisions shall apply.

2. The development schedule assumes timely provision of Customer materials, approvals, decisions, test environments, and access rights; normal operation of External Services; third-party approvals or reviews; availability of data and APIs; payment by the Customer; and satisfaction of other prerequisites under the Individual Agreement.

3. The schedule may be delayed or project performance may become difficult if:

   1. the Customer delays providing materials, access rights, a test environment, approval, a decision, or a response, or fails for a substantial period to respond to a reasonable contact or confirmation request from the Company;

   2. the Customer requests a change, addition, or deletion under Article 14, or supplementation, confirmation, or renegotiation of the Project Specifications is required;

   3. the Customer or an External Service designated by the Customer experiences an outage, changes its policies, APIs, fees, or functions, restricts or terminates use, or a third party refuses approval or delays providing materials;

   4. all or part of the Services is restricted by law, action of an administrative authority, court, or investigative body, a third-party claim of rights, or a security measure;

   5. a natural disaster, war, national emergency, epidemic, fire, communications, power, or cloud outage, cyberattack, or other force majeure event beyond the Company’s reasonable control occurs; or

   6. normal development, testing, or delivery otherwise becomes materially impracticable without fault of the Company.

4. If a circumstance under paragraph 3 occurs, the Company shall, to the extent practicable, inform the Customer of the reason and anticipated impact and may extend the schedule by a period reasonably necessary to account for the impact and resume work, or temporarily suspend development, testing, acceptance, or delivery to the extent affected.

5. If a circumstance under paragraph 3(1) or (2) results in additional work, waiting, redesign, retesting, or remobilization costs, the Company may propose an adjusted schedule, scope of work, and additional fees under Article 14. Unless separately and expressly agreed by the parties, the Company shall continue to perform only the scope under the existing Project Specifications, and a Customer change request alone does not impose on the Company an obligation to provide a free change or additional development or to maintain the existing schedule.

6. If a circumstance under paragraph 3 continues for an extended period or makes performance of a material part of the Project Specifications objectively impossible, the parties may discuss continuation, scope adjustment, termination, and settlement under Article 21. Unless caused by the Company’s intent, negligence, or breach of an Individual Agreement, the Company shall not be liable for a schedule delay or suspension of performance resulting from a circumstance under paragraph 3.

Article 16 (Testing, Acceptance, and Delivery)

1. Before delivering Deliverables or requesting acceptance, the Company shall conduct reasonable internal testing and quality assurance (QA) to verify technical operation in accordance with the Project Specifications. Where possible, the Company shall prioritize simulated trading, demo accounts, testnets, sandboxes, or other environments in which actual funds are not used.

2. If all or part of the Deliverables cannot reasonably be tested in an environment described in paragraph 1 and technical operation must be verified in an account, trading environment, or External Service available solely to the Customer, the Company may request actual-account or API access rights from the Customer to the extent necessary for testing. The Company may use such access rights within the agreed scope only if the Customer expressly consents to testing in the actual environment. If the Customer does not consent to such testing or does not provide necessary access rights, paragraph 3 shall apply. Use of actual-account or API access rights shall comply with the purposes, scope, and security measures set forth in Articles 9 and 11.

3. If the Customer refuses or delays providing a reasonable test environment or access rights, or restricts testing in an environment provided, the Company may notify the Customer of the reason and untested scope and limit or omit testing of that scope. The Company shall not be liable for lack of verification, inability to confirm, or delay directly resulting from the Customer’s non-provision or failure to cooperate, unless the Company could have verified the matter by another reasonable method or the Company acted intentionally or negligently.

4. The delivery method, whether source code will be provided, repository transfer, installation and deployment support, and handover materials shall be governed by the Individual Agreement. Before or immediately upon delivery, the Customer shall back up Deliverables, source code, configuration files, documents, and other materials requiring retention under the Customer’s own control.

5. Before applying Deliverables to live trading or any environment involving actual funds, the Customer shall, in light of the nature and risks of the Deliverables, adequately verify operation through simulated trading, a demo account, forward testing, or another limited environment determined by the Customer. Testing and acceptance serve only to confirm conformity with the Project Specifications and do not guarantee or verify the profitability, investment suitability, or completeness of customer-specified design elements, expected results under all market conditions, or actual trading performance.

6. After providing Deliverables or an environment in which acceptance can be conducted, the Company shall request acceptance from the Customer. The Customer shall complete acceptance within the period specified in the Individual Agreement, beginning on the date the Customer receives the Deliverables or notice that an acceptance environment is available. If no acceptance period is specified, the period shall be 14 days. A request to extend the acceptance period is effective only if, before expiration, the Customer notifies the Company in writing or by electronic document of the reason, the scope requiring additional acceptance, the proposed acceptance method, and requested period, and the Company expressly approves the extension period and conditions.

7. If the Customer believes that Deliverables do not conform to the Project Specifications, the Customer shall raise an objection within the period under paragraph 6 in writing or by electronic document containing:

   1. a detailed description of the allegedly nonconforming function or error;

   2. the date and time of occurrence, use environment, account, device, and version information, input and setting values, and reproduction procedure;

   3. relevant logs, full-screen captures, operation videos, error messages, order and execution records, or other objective materials reasonably available to the Customer; and

   4. the provision of the Project Specifications on which the Customer relies and the expected operation.

8. If an objection lacks specific reproduction information or materials, the Company may request supplementation. If the Customer does not comply with a reasonable supplementation request or provide cooperation necessary to analyze and reproduce the error, the Company may suspend handling of the objection or Maintenance request. A mere complaint, a generalized request to identify a cause, or a difference from the Customer’s subjective expectation does not establish nonconformity with the Project Specifications.

9. If a reproducible error causing the Deliverables not to conform to the Project Specifications is confirmed during acceptance, the Company shall correct the error within a reasonable period and request re-acceptance limited to the corrected scope. Requests for changes, additions, or deletions, functions not included in the Project Specifications, errors or ambiguity in customer-specified design elements, and environmental, policy, or data issues of the Customer or an External Service are not grounds for rejection and, where necessary, shall be handled under Article 14 or 23.

10. The Company may reasonably determine whether and for how long to extend the acceptance period in light of the nature of the Deliverables, acceptance criteria in the Project Specifications, available acceptance environment, specific reasons presented by the Customer, and project schedule. The Customer’s personal circumstances, vague or unsupported claims of difficulty, a mere desire for additional review, or loss of contact with the Customer do not automatically extend the acceptance period. If acceptance within the period is objectively impossible due to circumstances for which neither the Company nor the Customer is responsible, the acceptance method or period may be adjusted to the extent affected.

11. If the Customer does not raise a specific objection under paragraph 7 within the acceptance period under paragraph 6 and has not obtained express approval of an extension under paragraphs 6 and 10, the Company may set a reasonable additional period and request final acceptance or an objection. If the Customer does not respond within that period, the Company may close the acceptance procedure and invoice any unpaid balance in accordance with Article 20 and the Individual Agreement.

12. If actual-environment verification of a function is objectively difficult because of a market closure, trading halt, unavailability or outage of an External Service test environment, or failure of a specific market situation or order condition selected by the Customer as an acceptance criterion to occur during the acceptance period, and no reasonable alternative test method exists, the parties may separately discuss the acceptance method, period, or conditions for the affected scope. The Company may adjust the related acceptance or delivery schedule until the circumstance is resolved.

Article 17 (Limitations of Backtesting, Simulated Trading, and Live Trading Application)

1. Backtests, simulations, simulated trading, statistical analyses, algorithmic parameter searches and optimization such as Grid Search, MCPT, WFA, and other analysis results that may be included in Deliverables are technical results or reference materials calculated from historical data, conditions determined by the Customer, and specified assumptions. They do not guarantee or predict future profits, avoidance of losses, a particular transaction result, or performance in actual markets.

2. Results from a backtest or simulated trading environment may differ materially from results in a live trading environment. Actual trading results may be affected by errors, omissions, corrections, or timing differences in historical data, sampling bias, overfitting, changes in market conditions, trading costs, commissions, taxes, funding fees, bid-ask spreads, liquidity, slippage, partial fills or non-fills, order-processing delays, policy changes, and numerous other factors.

3. Before applying Deliverables to transactions involving actual funds, the Customer shall, in light of their nature and risks, adequately verify their operation and risks using a demo account, simulated trading, limited simulated operation using real-time data, or another limited environment determined by the Customer, and independently decide whether to apply them to live trading.

4. Internal testing, technical review, testing assistance, or acceptance by the Company serves to verify whether Deliverables operate technically in accordance with the Project Specifications. It does not verify or guarantee the profitability, investment suitability, completeness, or safety of customer-specified design elements or expected results under all market conditions.

5. The Customer understands that a result observed in backtesting, simulated trading, or a limited environment does not mean that the same or a similar result will be reproduced in live trading. Historical statistical advantage or profitability never guarantees future profits. Depending on changes in investment products and market conditions, the Customer may lose some or all of the principal, or, in the case of leveraged, margin, derivative, virtual-asset, or similar transactions, more than the principal.

6. This Article does not exclude liability where the Company implements Deliverables contrary to an express provision of the Project Specifications or makes a programming or implementation error. Acceptance, correction, and liability for such matters shall be governed by Articles 16, 23, and 24.

Article 18 (Live Trading Environments and External Service Integration)

1. This Article applies to automated trading programs, order or signal integration programs, and other Deliverables that may connect to External Services, including securities companies, exchanges, brokers, virtual asset service providers, data providers, and cloud services, for live trading, orders, data collection, or operation.

2. The Customer shall securely manage accounts, API keys, passwords, authentication methods, and access rights for External Services at its own responsibility and comply with their terms, policies, fees, restrictions, and applicable laws. Unless otherwise provided in an Individual Agreement, the Customer bears registration, authentication, usage, trading, tax, and other costs of External Services.

3. The Company does not hold or manage Customer assets or accept, transmit, or execute orders on behalf of the Customer. Even when the Company uses the Customer’s environment, account, or API access rights to verify technical operation of Deliverables, such use is limited to testing, debugging, and quality assurance in accordance with the Customer’s approval, purposes, scope, and security measures under Articles 9 and 11, and the information and access rights received shall be deleted promptly after the purpose is achieved.

4. Servers, communications, APIs, data, accounts, fees, policies, order processing, and operating environments of External Services are not directly controlled by the Company and may change, fail, be delayed, restricted, or terminated. This includes changes to URLs, login and access methods, HTML and DOM structures, API delivery methods, specifications and structures, screen configurations, data delivery methods, security measures, and use restrictions. These circumstances may affect integration, order processing, receipt of data, or actual trading results and do not by themselves constitute a defect in the Deliverables, unless the Company failed to perform an implementation obligation expressly set forth in the Project Specifications.

5. Whether during development or after delivery and acceptance, if a change to an External Service’s API, policy, fees, functions, authentication method, HTML or DOM structure, or data format, a restriction or termination of use, or a restriction on the Customer’s account requires a change in development method or modification, redesign, retesting, or redeployment of Deliverables, such work may constitute additional development or paid technical support under Article 14 or 23. Unless separately agreed, the Company does not guarantee continuing compatibility with, or a free response to, changes in External Services.

6. If the Customer becomes aware of an External Service outage, account restriction, authentication-information leak, change of permission, or another circumstance that may affect safe operation of Deliverables, the Customer shall promptly notify the Company and, where necessary, revoke and reissue API keys, withdraw access rights, cease using Deliverables, or take other necessary action.

7. The Customer shall independently determine whether to use Deliverables in a live trading environment, the targets of use, amount of funds, order conditions, and risk-management criteria. The Company’s liability for loss arising from External Service integration or live trading shall be governed by Article 24.

Article 19 (Ownership of Rights and Intellectual Property)

1. Rights in Customer-Provided Materials belong to the Customer or the applicable rights holder and are not transferred to the Company merely because the Customer provides them to the Company.

2. The Customer grants the Company a non-exclusive, limited right to reproduce, convert, transmit, retain, and use Customer-Provided Materials to the extent necessary to perform an Individual Agreement. The Company shall not use Customer-Provided Materials beyond what is necessary for contract performance, Maintenance, backup and recovery, security, and compliance with legal obligations.

3. Copyright and other transferable intellectual property rights in general-purpose code, libraries, frameworks, algorithms, tools, templates, UI components, architectures, know-how, improvements, and other technical or business assets that the Company possessed before formation of the Service Agreement or independently developed during or after provision of the Services without relying on Customer-Provided Materials or the Customer’s Confidential Information (collectively, “Company Proprietary Assets”) belong to the Company or the applicable rights holder.

4. Rights in Company-Provided Materials and the Company’s original technical configurations, analyses, selection and arrangement, expressions, and implementation methods contained therein belong to the Company or the applicable rights holder. The Customer may use Company-Provided Materials only to evaluate whether to enter into an agreement with the Company and as necessary to perform an executed Individual Agreement. Unless otherwise provided in an Individual Agreement or approved in advance in writing by the Company, the Customer shall not provide, disclose, or reproduce all or a substantial part of Company-Provided Materials to a third party or use them to obtain quotations, bids, development, or implementation services from a third party. This paragraph does not restrict use of Customer-Provided Materials, the Customer’s own ideas, strategies, or requirements, or materials independently prepared by the Customer without reliance on Company-Provided Materials.

5. Unless otherwise agreed in writing (including by electronic document), after the Customer has paid all amounts due, the Company grants the Customer a non-exclusive, non-transferable, and non-sublicensable license to install, reproduce, execute, and use Deliverables within the users, purposes, environments, and scope specified in the Individual Agreement (the “Licensed Scope”). The Licensed Scope may specify personal use, internal business use, whether provision or resale to third parties or service provision is permitted, and authorized users, devices, accounts, and deployment environments. This license does not transfer ownership of or copyright in Company Proprietary Assets or Deliverables. Source-code delivery, modification rights, assignment of copyright, an exclusive license, or rights to distribute, sell, or provide services to third parties are granted only if expressly provided in an Individual Agreement.

6. The Customer shall not make a false statement or omit a material fact concerning the purpose of use, authorized users, recipients, or provision to third parties in order to obtain a limited Licensed Scope. Without the Company’s prior written consent (including by electronic document), the Customer shall not exceed the Licensed Scope by selling, assigning, leasing, lending, redistributing, or sublicensing Deliverables or any part thereof to a third party, or using them as part of a service, SaaS, education, signal provision, or other offering to a third party, unless otherwise provided in an Individual Agreement.

7. The Company shall not, without the Customer’s consent, use the Customer’s Confidential Information or proprietary trading ideas, logic, or parameters in another customer’s Deliverables or in the Company’s marketing or competing services. This does not restrict the use of Company Proprietary Assets independently developed without reliance on the Customer’s Confidential Information or constituting general technology or know-how.

8. Except to the extent permitted under paragraph 5, by applicable law, or by an Individual Agreement, the Customer shall not, without the Company’s prior written consent, reproduce, modify, reverse engineer, decompile, disassemble, provide to a third party, or analyze for purposes of building a competing service any Company Proprietary Asset, nonpublic source code, or security information.

9. Unless the Company and the Customer enter into a separate written agreement expressly granting a right to use the Company’s brand features, the Company does not grant the Customer any right to use the Company’s or the Services’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

Chapter 4 Fees, Contract Termination, and Post-Delivery Support

Article 20 (Payment of Fees)

1. Service fees, whether value-added tax is included, payment timing and method, deposits or advance payments, interim payments, final payments, and other payment terms shall be governed by the Individual Agreement. The Customer shall pay the amount specified in the Individual Agreement by the specified due date.

2. The payment structure shall be set forth in the Individual Agreement and may consist of a deposit and final payment, a deposit, interim payment, and final payment, or a single lump-sum payment of the entire fee. If the Individual Agreement does not expressly specify installment dates and amounts or other separate payment terms, the Customer shall prepay the entire Service fee, and the Company shall commence work after payment or deposit is confirmed under paragraph 3.

3. Payment by bank transfer is complete when the funds are actually deposited into the account designated by the Company. Payment by credit card, debit card, or simple-payment service through a payment gateway provider is complete when the provider duly authorizes the transaction and the Company confirms completion. Payment through a third-party intermediary platform is complete when payment or escrow deposit is confirmed under that platform’s payment and escrow procedures. If receipt of the fee is not final due to cancellation, reversal, refund, chargeback, or suspected fraudulent payment, the Company may withhold commencement, continuation, or delivery.

4. If the Customer fails without justifiable cause to pay by the due date, the Company may, after requesting payment within a reasonable period, suspend or restrict all or part of development, testing, delivery, transfer of Deliverables, provision of repositories, source code, or licenses, Maintenance, or technical support. Resulting schedule adjustments shall be governed by Article 15. This paragraph does not apply where the failure results from the Company’s intent, negligence, or breach of an Individual Agreement.

5. If the Customer fails to pay for a substantial period despite the request under the preceding paragraph, the Company may terminate the Individual Agreement under Article 21 and settle the work performed, Deliverables and services already provided, and nonrecoverable input costs. Unless otherwise agreed, no license under Article 19 arises before the Customer has paid all amounts due.

6. If the Customer pays through a third-party intermediary platform, matters concerning platform membership, payment, escrow, confirmation of purchase, cancellation and refund applications and procedures, fees, and platform operation shall be governed by that platform’s terms, operating policies, and applicable law.

7. If platform terms, operating policies, or applicable law conflict with these Terms or an Individual Agreement, they shall prevail to the extent necessary for payment, escrow, purchase confirmation, cancellation, and refund processing for a platform transaction. Unless directly provided otherwise by platform terms, operating policies, or applicable law, the development scope, interpretation and modification of the Project Specifications, schedule, testing, acceptance and delivery, use of Deliverables, intellectual property, Maintenance, nature of the Services, and scope of liability between the Company and the Customer shall be governed by the Individual Agreement and these Terms.

8. Before paying through a platform, the Customer shall review and expressly agree to these Terms, the applicable Investment Risk Disclosure, and the Project Specifications. Payment through a platform alone does not constitute agreement to all provisions of these Terms or an Individual Agreement, and the Company shall commence work after confirming the Customer’s express consent.

9. The Company shall issue cash receipts, tax invoices, or other qualified supporting documents as required by applicable law. If the Customer requests issuance in a particular name or for a particular purpose, the Company may request a mobile telephone number, business registration number, trade name, electronic-tax-invoice address, and other accurate information necessary for issuance. The Company is not liable to the extent issuance in an individual Customer’s or business’s name is impossible or delayed because the Customer failed to provide necessary information or provided incorrect information.

10. The issuer and procedures for receipts, tax invoices, cash receipts, and other payment evidence for platform transactions shall be governed by the platform’s terms, operating policies, and applicable law. Except for evidence the Company is required to issue by law or an Individual Agreement, the Company is not required to duplicate payment evidence already issued or required to be issued by the platform for the same transaction.

Article 21 (Contract Termination and Settlement)

1. Withdrawal, rescission or termination of an agreement, and resulting refunds and settlement shall be governed by applicable law, the Individual Agreement, and these Terms. Article 20(6) through (8) applies to cancellation and refund procedures for transactions through third-party intermediary platforms. This Article does not restrict Customer rights that cannot be limited under applicable law.

2. The Services are custom services individually developed and implemented by committing personnel, time, and technical resources according to the Customer’s requirements. In a consumer transaction, where provision of services or digital content has commenced and the Company has taken notices and other measures required by applicable law, withdrawal may be restricted for the portion whose provision has commenced. Withdrawal may also be restricted under applicable law where permitting withdrawal from Services individually produced to the Customer’s order would foreseeably cause irrecoverable material harm to the Company and the Company separately notified the Customer of that fact in advance and obtained the Customer’s written consent, including by electronic document.

3. If the Customer lawfully withdraws or rescinds before work begins, the Company shall refund amounts received unless otherwise provided by applicable law or platform policy. Commencement of work shall be determined under Article 12 and the Individual Agreement.

4. The Customer may request termination in writing or by electronic document before completion of the Deliverables to the extent permitted by applicable law. If the request is a voluntary rescission or termination based on a change of mind, change in necessity, business plan, budget, or intended use, or another reason not attributable to the Company, rather than a statutory withdrawal, the Customer shall bear the settlement amount under paragraphs 6 and 7 and is not automatically entitled to a full refund of amounts paid.

5. If the Customer fails to pay, fails to provide materials, access rights, environments, approvals, or decisions necessary for development, testing, or acceptance, or materially breaches these Terms or an Individual Agreement, the Company may terminate the Individual Agreement in accordance with Articles 8 and 20 and settle under paragraphs 6 and 7.

6. If an agreement terminates at the Customer’s request or for a reason attributable to the Customer under paragraph 4 or 5, the settlement amount shall be the sum of the following. The same work, cost, or loss shall not be counted twice, and expenses avoided or benefits separately obtained by the Company due to termination shall be deducted as required by applicable law:

   1. consideration for stages, functions, or outputs completed and work in progress as of termination;

   2. consideration for services actually performed, including requirements analysis, design, development-environment setup, development, testing, meetings, documentation, and project management;

   3. External Service, license, infrastructure, staffing, and other costs already incurred for the project that cannot be canceled or recovered; and

   4. damages caused by the Customer’s voluntary rescission, termination, or breach and profits the Company would have earned upon full performance, to the extent recognized by applicable law.

   If the settlement amount is less than the fees paid by the Customer, the Company shall refund the difference. If it exceeds the fees paid, the Customer shall pay the difference. Any cap on consumer damages or other mandatory provision shall apply.

7. Consideration for work and degree of completion under paragraph 6 shall be determined in the following order:

   1. if the Individual Agreement specifies scope and fees by stage, the agreed fee for completed stages and the degree of performance of any ongoing stage;

   2. if no stage-specific fees are specified, Deliverables, intermediate outputs, work records, source-code changes, time spent, meeting, testing and deployment records, and other objective materials; and

   3. if the degree of completion cannot reasonably be determined from the preceding materials, the ratio of elapsed days from commencement of development through receipt of the notice of termination to the total scheduled days from commencement through the delivery date adjusted under Article 15.

   For item 3, elapsed days are calculated by calendar day, including both the commencement date and the date the notice of termination is received, and the ratio may not exceed 100 percent. The ratio is a supplementary presumption for determining completion and may be adjusted based on work distribution, completed functions, actual inputs, intermediate outputs, and other objective materials. A suspension period during which the Company performed no work is excluded. Costs and losses due to waiting, suspension, or schedule delay attributable to the Customer may be separately calculated under paragraph 6.

8. If the Company materially breaches an Individual Agreement, the Customer shall provide a reasonable cure period unless applicable law permits rescission or termination without prior demand. If the Company fails to cure within that period, or if a reason attributable to the Company makes implementation of a core function of the Project Specifications impossible and defeats the contractual purpose, the Customer may rescind or terminate in accordance with applicable law. The Company shall refund the fee for the unperformed portion and, if an already performed portion cannot be independently used for the contractual purpose, shall take that circumstance into account in determining the refund. A minor or correctable error is not, by itself, grounds for rescission of the entire agreement or a full refund if corrected by the Company within a reasonable period.

9. If a change in law, permanent termination or access blocking of an External Service, a change in technical architecture, a third-party rights issue, natural disaster, or another circumstance attributable to neither party objectively prevents performance of a core part of the Project Specifications, the parties may first discuss changing the implementation method, scope, schedule, fees, or replacement External Service. If no reasonable alternative exists, either party may terminate, and settlement shall reflect the objective value of completed portions independently usable by the Customer, services already provided, and the allocation of risk under applicable law. The Company shall not charge for unperformed portions.

10. None of the following circumstances, standing alone, constitutes a breach by the Company, a defect in the Deliverables, grounds for rescission or termination, or grounds for a full refund:

    1. the Customer changes its mind, business plan, budget, necessity, intended use, operating policy, personnel, or internal decision;

    2. the Company declines a request for a change, addition, deletion, scope reduction, or additional development under Article 14;

    3. although conforming to the Project Specifications, the Deliverables differ from the Customer’s subjective intent, expectations, interpretation, preferred usability, or profitability expectations;

    4. logic, conditions, parameters, data, formulas, exception handling, test criteria, or other customer-specified design elements provided, entered, reviewed, or approved by the Customer contain an error, omission, ambiguity, inconsistency, or lack of profitability;

    5. a backtest, simulation, simulated trade, parameter search, optimization, MCPT, or WFA result differs from live trading results, or an investment or trading loss occurs;

    6. an External Service experiences server maintenance, outage, downtime, communications delay or disruption, API request limit, data error, correction, delay or discontinuation, or an order is omitted, rejected, delayed, partially filled, or unfilled;

    7. use of Deliverables is restricted by an External Service outage, delay, change, restriction, or termination under Article 18, a change in market or trading environment, or the Customer’s equipment, account, network, or use environment;

    8. the Customer uses Deliverables outside the instructed method or Licensed Scope or fails to cooperate in testing, acceptance, or root-cause analysis; or

    9. after delivery or acceptance, a change in an External Service or the Customer’s environment requires modification, redesign, retesting, or redeployment.

    This paragraph does not apply if the Company implemented Deliverables contrary to the Project Specifications or a matter expressly approved by the Customer, or the Company’s intent, negligence, or contractual breach is established.

11. At settlement, the Company shall inform the Customer of the calculation method, completed work, deductions, and refund or additional amount due. Any required refund shall be made within the period and by the method prescribed by applicable law; if no statutory period applies, the Company shall in principle issue it by the same payment method within seven business days after the settlement amount is finalized. No license under Article 19 arises in Deliverables included in a refund or for which payment has not been made. Termination does not affect provisions concerning payment, confidentiality, intellectual property, damages, handling of materials, and dispute resolution that arose or are intended to survive termination.

Article 22 (Refund and Setoff of Overpayments)

1. “Overpayment” means an amount paid to the Company in excess of the amount actually due under an Individual Agreement because of mistake, duplicate transfer, payment-system error, or another cause. Unless otherwise provided in this Article, refunds arising from rescission, termination, withdrawal, or settlement under Article 21 shall be governed by Article 21 and applicable law.

2. If an Overpayment occurs, the Customer may request a refund by providing the payment date and time, amount, payment method, name of the remitter or payer, transaction or authorization number, and other information reasonably necessary to verify the transaction. If the Company first identifies the Overpayment, it may notify the Customer and request information necessary for refund.

3. Once the existence and amount of an Overpayment are confirmed, the Company shall promptly commence the refund process unless otherwise provided by applicable law and shall in principle refund it within seven business days after confirmation is complete. If the Customer does not provide necessary information or an accurate refund method, or a reasonable dispute exists concerning the payer, refund recipient, or amount, the process may be delayed until confirmation. The Company shall notify the Customer of any required confirmation or supplementation.

4. An Overpayment shall in principle be refunded by the same payment method used by the Customer. If that is difficult because the payment method has expired, the account has been closed, or another reasonable cause exists, the Company may, after consultation with the Customer, refund by a verifiable method such as an account in the name of the Customer or rightful payment holder.

5. Reversal and refund methods, processing periods, and correction of payment evidence for payments through a payment gateway provider or third-party intermediary platform shall be governed by that provider’s or platform’s procedures and applicable law. The Company may request reversal or refund as necessary and inform the Customer of the status.

6. If a third party paid on behalf of the Customer, the Company may verify the relationship among the original payer, Customer, and refund recipient and shall in principle refund to the original payment method or rightful payment holder. If there is a reasonable concern regarding fraudulent payment, identity theft, money laundering, duplicate refund, or infringement of third-party rights, the Company may withhold the refund to the extent permitted by law until necessary verification is complete.

7. If a reversal, chargeback, payment stop, platform refund, or financial-institution return procedure has already commenced or completed and may duplicate a separate Company refund, the Company may withhold the refund until payment status is confirmed or exclude the duplicative amount. The Company shall not thereby unreasonably delay a refund obligation or deadline prescribed by law.

8. If the Overpayment resulted from a cause attributable to the Company, the Company shall not charge the Customer costs necessary for refund. If it resulted from a cause attributable to the Customer, such as entry of an incorrect amount, account, or payment information or duplicate payment, the Company may deduct reasonable costs actually incurred for the refund to the extent permitted by law.

9. If the Company has an overdue unpaid fee, finalized settlement amount under Article 21, or other monetary claim against the Customer and statutory requirements for setoff are satisfied, the Company may set off the Overpayment refund obligation against an equivalent amount. The Company shall notify the Customer of the claim subject to setoff, the amount, and the remaining refund.

10. If refund of an Overpayment requires cancellation or correction of a cash receipt, tax invoice, card sales slip, or other payment evidence, the Company and Customer shall cooperate in the procedures required by law.

11. If the Company determines that no Overpayment exists or that the amount differs from the amount claimed by the Customer, it shall inform the Customer of the result and calculation basis. Any dispute concerning the existence or amount of an Overpayment shall be governed by Article 26.

Article 23 (Free Maintenance and Paid Technical Support)

1. Unless otherwise provided in an Individual Agreement, the Company shall provide free Maintenance for Deliverables for three months from completion of final acceptance under Article 16. If an Individual Agreement provides for separate acceptance and delivery by stage, the free-Maintenance period for each stage may begin upon acceptance of that stage.

2. Free Maintenance applies only where a function specified in the Project Specifications operates differently from those Specifications in the agreed use environment at acceptance, the cause is the Company’s programming or implementation error, and the Customer or Company can reproduce it by a reasonable method. A difference from the Customer’s subjective expectations, preferences, intent, or operation not included in the Project Specifications does not itself qualify.

3. To request free Maintenance, the Customer shall provide the following in writing or by reproducible electronic document through a customer support channel designated by the Company:

   1. a specific description of the allegedly nonconforming function or error;

   2. the date and time, use environment, account, device, operating system, program version, External Service version, and other relevant information;

   3. input values, settings, parameters, data, and reproduction steps at the time of occurrence;

   4. relevant logs, error messages, full-screen captures, operation videos, order and execution records, and other objective materials reasonably available to the Customer;

   5. the provision of the Project Specifications on which the Customer relies and the expected operation under those Specifications; and

   6. whether the Customer or a third party modified the Deliverables, source code, settings, or execution environment and, if so, the substance, timing, and method of modification.

4. If a request does not satisfy paragraph 3 and the error is difficult to identify, reproduce, or analyze, the Company may specify required supplementation and a reasonable period. If the Customer does not provide necessary materials or cooperation within that period, the Company may suspend investigation until supplemented or close or reject the request. A mere complaint, generalized assertion, request for root-cause investigation without specific reproduction information, or sweeping correction request that does not identify a basis in the Project Specifications does not itself satisfy the intake requirements for free Maintenance.

5. Upon receiving a free-Maintenance request, the Company shall investigate based on the Deliverables, Project Specifications, materials provided by the Customer, operation of External Services, and the Customer’s use environment. The Company may correct an error within a reasonable period and by a reasonable method, considering severity, reproducibility, difficulty, security and stability impact, and Customer cooperation. Within a reasonable scope, the Company may select code modification, patching, reinstallation, configuration change, workaround, or a functionally equivalent alternative and, unless an Individual Agreement specifies a response time, does not guarantee immediate response, 24-hour support, or correction by a method selected by the Customer.

6. Free Maintenance does not include the following, which the Company may provide as paid technical support or additional development under a separate agreement:

   1. a new function, logic, screen, indicator, report, integration, notification, data item, or other addition not included in the Project Specifications;

   2. modification, deletion, or expansion of an existing function, usability, design, or performance improvement, structural change, refactoring, or a new Customer requirement;

   3. an error, omission, ambiguity, inconsistency, or lack of profitability in trading logic, strategies, conditions, parameters, formulas, data, exception handling, priorities, or test criteria provided, entered, reviewed, or approved by the Customer;

   4. a difference from the Customer’s subjective expectations, preferences, interpretation, profitability, or live trading result where the Deliverables conform to the Project Specifications;

   5. modification, replacement, deletion, or addition to source code, executable files, settings, databases, libraries, file structures, or execution environments by the Customer, its officers or employees, a third party, or generative AI, code-generation, or automation tools;

   6. an External Service server, communications, API, or data failure, delay, correction, or discontinuation; a change, restriction, or termination of a URL, HTML, DOM, screen, authentication, API, data structure, policy, fees, or terms of use; or a resulting problem;

   7. a compatibility issue caused by a change since acceptance in an operating system, browser, runtime, library, driver, security program, cloud, network, equipment, or Customer use environment;

   8. use outside the installation, execution, use, update, or backup instructions or Licensed Scope provided by the Company;

   9. a problem caused by inadequate management of an account, authentication information, API key, or access rights, abnormal input, insufficient permission, exceeding a usage limit, or suspension of an External Service;

   10. a problem caused or aggravated because the Customer refuses or delays applying a correction, update, security measure, or reasonable workaround provided by the Company;

   11. a problem caused by malware, hacking, a distributed denial-of-service attack, a Customer or third-party security incident, a natural disaster, or another cause beyond the Company’s reasonable control; or

   12. data input, cleansing, recovery, or migration, regeneration of historical data, server operation or monitoring, user training, an on-site visit, inquiry to or agency for a third-party service, or other work not designated as free support in an Individual Agreement.

7. If a modification by the Customer, third party, generative AI, or another actor under paragraph 6(5) exists, the Company may request reproduction using the original Deliverables finally delivered by the Company or an unmodified environment. If the Customer cannot reproduce the error in the original Deliverables or does not provide the original, modification details, or change records and the cause cannot be distinguished, the Company may exclude the request from free Maintenance. If a Company implementation error unrelated to the Customer-side modification is objectively confirmed, the Company shall not categorically exclude unaffected portions from free Maintenance.

8. Free Maintenance includes ordinary labor required for the Company’s error investigation and correction. Unless caused by the Company or otherwise provided in an Individual Agreement, the Customer bears External Service fees, paid licenses, cloud and server costs, travel expenses, equipment costs, and other third-party costs.

9. An error properly submitted during the free-Maintenance period with the information under paragraph 3 shall be handled as free Maintenance even if investigation or correction occurs after that period expires. If a timely submission was partially incomplete but reasonably identified the error and the Customer complied within the period specified in the Company’s supplementation request, the original submission date may apply. A patch, redeployment, reinstallation, or correction of some errors does not restart or extend the free-Maintenance period for the entire Deliverables.

10. If determining eligibility requires root-cause analysis, External Service investigation, data recovery, or environment reconstruction beyond an ordinary scope, the Company may notify the Customer in advance of the investigation scope and estimated cost and propose paid diagnostics. The Company shall proceed only after the Customer expressly agrees to those conditions.

    If diagnostics confirm an error eligible for free Maintenance, the Company shall not charge labor for investigating or correcting that error and shall refund paid diagnostic labor or credit it against another amount payable to the Company. The Customer may bear, within the scope agreed in advance, additional costs unrelated to the Company’s implementation error, including costs caused by the Customer’s noncooperation, modification by the Customer or a third party, restoration or reconstruction of the Customer environment, External Service investigation, travel, or third-party charges.

    If diagnostics identify both an error eligible for the Company’s free Maintenance and a problem attributable to the Customer or an External Service, free and paid portions shall be determined separately by cause and scope of work.

11. A request outside free Maintenance may be eligible for paid technical support or additional development. This alone does not obligate the Company to perform it for a fee or obligate the Customer to pay. The Company may decide whether to provide such work after reviewing technical feasibility, scope, stability of existing Deliverables, required personnel and schedule, security risks, applicable law, and third-party rights, and may reject it for reasonable cause.

12. A Customer requesting paid technical support or additional development shall specifically identify in writing or by electronic document the requested work, affected Deliverables, environment, and desired result. The Company may provide a quotation or proposal specifying estimated scope, Deliverables, schedule, testing and acceptance method, fees, payment terms, support method, and other conditions. An agreement is formed when the Customer expressly agrees to those conditions and the Company accepts.

13. Fees for paid technical support or additional development may be fixed, stage-based, calculated by hourly or daily rates for actual time, or determined by another agreed method. External Service fees, paid licenses, cloud and server costs, travel expenses, equipment costs, and third-party charges may be billed separately. Unless otherwise provided in an Individual Agreement, the Customer shall prepay, and the Company shall commence after confirming payment under Article 20.

14. If, during paid technical support or additional development, a Customer change, unforeseen external environment, Customer or third-party modification to existing Deliverables, or another cause requires work beyond the agreed scope, the Company may place work on hold and propose a revised scope, schedule, and fee. If the Customer does not agree, the Company may perform only the originally agreed scope or terminate that paid support or development and settle the performed portion mutatis mutandis under Article 21.

15. Article 19 applies to outputs, intellectual property, and licenses from paid technical support or additional development, and Article 16 applies where acceptance and delivery are appropriate. Providing such support or development does not restart or extend the free-Maintenance period for all existing Deliverables. Eligibility and period for newly added or changed portions shall be set forth in the Individual Agreement; absent express agreement, only the remaining free-Maintenance period for existing Deliverables applies.

16. Unless otherwise provided in an Individual Agreement, paid technical support does not include continuous monitoring, immediate response, 24-hour support, on-site visits, managed operations, or a service level guaranteeing handling or recovery within a specified time. If desired, the parties shall separately agree on support hours, contact method, response and handling targets, fees, and scope of responsibility.

17. If the Company explains, based on the Project Specifications, reproduction results, logs, or other objective materials, that a request is not eligible for free Maintenance and why, the Customer shall not repeat a substantially identical request without new facts or objective materials. If the Customer continues identical demands, abusive language, threats, obstruction of business, excessive contacts, or undue pressure on personnel, the Company may, after warning, close the request, reasonably limit support channels, contact methods, or response frequency, or direct later requests to the paid-support process. For unlawful conduct, threats, serious obstruction, or circumstances requiring immediate action, the Company may without prior warning restrict the Services, terminate the agreement, report to a competent authority, or take other action under Article 8 and applicable law.

18. The free-Maintenance period and scope in this Article are standards for additional contractual technical support provided by the Company. This Article does not exclude rights concerning an error knowingly undisclosed by the Company, the Company’s intent or gross negligence, implementation manifestly contrary to the Project Specifications, or repair, damages, or rescission that cannot be limited under applicable law. Correction, rescission or termination, fee reduction or refund, and damages shall be governed by Articles 16, 21, and 24.

Chapter 5 Limitation of Liability, Handling of Materials, and Dispute Resolution

Article 24 (Damages and Limitation of Liability)

1. If the Company intentionally or negligently breaches an obligation under these Terms or an Individual Agreement and the Customer incurs ordinary, direct loss causally connected to that breach, the Company shall compensate the loss in accordance with applicable law. The mere occurrence of an error, interruption, delay, or unexpected result in Deliverables does not by itself establish breach, intent, negligence, or liability.

2. The development and implementation scope, functions, operation, performance, use environment, Deliverables, and acceptance criteria are determined by the Individual Agreement and Project Specifications. The Company must implement Deliverables within that scope but does not warrant functions, performance, accuracy, throughput, availability, security level, continuing compatibility, or suitability for a particular business or investment purpose not expressly included therein. This paragraph does not exclude liability for implementation manifestly contrary to the Project Specifications.

3. If Deliverables contain a reproducible error contrary to the Project Specifications that can reasonably be corrected, the Customer shall provide the Company a reasonable opportunity to investigate and correct it under Articles 16 and 23, unless applicable law permits immediate rescission, termination, damages, or another remedy. If the Company corrects the error or provides a functionally equivalent alternative within a reasonable period so that the contractual purpose can be achieved, the error alone does not automatically entitle the Customer to rescind the entire agreement, receive a full refund, or recover damages for all Deliverables.

   If correction is impossible, the Company refuses without justifiable cause, the Company does not correct within a reasonable period, or correction or an alternative cannot achieve the contractual purpose, the Customer’s rights under applicable law and Article 21 are not restricted.

4. Unless the Company is at fault or breaches an Individual Agreement, it shall not be liable for loss to the Customer or a third party arising from:

   1. natural disaster, fire, flood, earthquake, epidemic, war, terrorism, riot, national emergency, power outage, communications-network failure, enactment or amendment of law, court or administrative action, or another circumstance beyond the Company’s reasonable control;

   2. server maintenance, outage, downtime, communications delay or disruption, API request limit, data error, omission, correction, delay or discontinuation, order omission, rejection or delay, or service termination of a securities company, exchange, broker, virtual asset service provider, data provider, payment gateway provider, cloud provider, or other External Service;

   3. change or restriction of an External Service URL, HTML or DOM, screen layout, login, authentication or access method, API or data structure, security measure, terms, policy, fees, functions, supported region, or permission for automation or scraping;

   4. extreme market volatility, price gaps, insufficient liquidity, bid-ask spreads, slippage, partial fills or non-fills, failure of limit-order execution, order rejection or processing or response delay, market closure or change in trading hours, or a circuit breaker;

   5. trading halt, delisting, designation as an issue requiring caution, change in an instrument, restriction, suspension, or termination of an External Service account, or a change in government, regulator, exchange, or External Service policy or guidance;

   6. an inherent error, omission, ambiguity, inconsistency, lack of profitability, or unsuitability in trading or calculation logic, order or signal rules, entry, exit, stop-loss or take-profit conditions, formulas, parameters, priorities, exception handling, input or output conditions, data, test scenarios, or other customer-specified design elements provided, entered, reviewed, or approved by the Customer;

   7. an error, omission, distortion, ambiguity, or divergence from actual intent in Customer-Provided Materials or requirements generated, organized, summarized, or translated using generative AI or another automated tool;

   8. a later Customer assertion of a different meaning, intent, expectation, or interpretation where the Company reasonably implemented in accordance with Article 13 and the language, interrelationship, and ordinary technical meaning of the Project Specifications and objectively available materials;

   9. an issue with the Customer’s device, server, operating system, browser, runtime, library, driver, security program, cloud, network, account, authentication information, API key, access rights, settings, or Customer-side External Service;

   10. modification, deletion, replacement, or addition to code, executable files, settings, databases, libraries, file structures, or execution environments by the Customer, its officers or employees, a third party, or a generative AI or code-generation tool;

   11. use outside installation, execution, use, update, security, or backup instructions or the Licensed Scope under Article 19, or unjustified failure to follow a patch, security measure, stop-use instruction, or risk-mitigation guidance provided by the Company;

   12. inability to verify a function, or delay in discovery, correction, or prevention of loss, because the Customer failed to provide materials, responses, access rights, test environments, logs, reproduction information, or acceptance cooperation;

   13. applying Deliverables to actual-fund trading without adequate simulated trading, demo, forward testing, or limited-environment verification, or continuing use, orders, or API access after becoming aware of abnormal operation, thereby causing or aggravating loss;

   14. loss or irrecoverability of Deliverables, configuration files, source code, data, account information, or other important materials because the Customer failed to back them up and retain them under its own control;

   15. third-party hacking, malware, ransomware, distributed denial-of-service attack, account takeover, or other security incident despite reasonable Company security measures;

   16. violation by Customer-Provided Materials, Customer instructions, or Customer use of Deliverables of applicable law, terms of an External Service, or a third party’s intellectual property, trade secrets, personal information, or contractual rights; or

   17. another circumstance beyond the Company’s reasonable control or attributable to the Customer or a third party.

5. Under Articles 11 and 17, code, values, formulas, tables, graphs, signals, logic, algorithms, backtests, simulations, simulated trading, parameter searches or optimization such as Grid Search, MCPT, WFA, and other analysis results are not advice, solicitation, instructions, individualized recommendations, or predictions or guarantees of future performance concerning a financial product, strategy, parameter, investment, or transaction. The Customer makes investment and trading decisions at its own judgment and responsibility. A difference between backtesting or simulated trading and live results, or an investment or trading loss, does not by itself establish breach, investment solicitation, or liability by the Company.

6. The Customer shall independently verify and comply with the legality of any business, investment, or financial service using Deliverables; any authorization, permit, registration, or filing required by law; tax and accounting treatment; External Service terms; and disclosure obligations to third parties. The Company’s requirements review, technical comments, functional explanations, or feasibility guidance do not constitute legal, tax, accounting, or financial advice or a guarantee of legality for the Customer’s business, investment, or financial activity.

7. Free consultation under Article 12, preliminary review before an Individual Agreement, quotations or proposals, or general technical opinions provided without separate consideration are reference materials intended to understand the Customer’s requirements and feasibility. Unless expressly incorporated into the Individual Agreement or Project Specifications, the Company does not warrant their accuracy, completeness, currency, or suitability for a particular Customer purpose, except where the Company intentionally or through gross negligence provides false information.

8. If the Customer becomes aware of an error, External Service outage, security incident, or possibility of loss, it shall promptly notify the Company and take reasonably available mitigation measures, including stopping use, automated orders, or API access, revoking and reissuing authentication information, reducing funds, preserving data and logs, or creating backups. Failure to take reasonable measures or provide materials necessary for root-cause analysis may be reflected in liability and damages according to its contribution to the occurrence or enlargement of loss.

9. The Company is not a party to any investment, trading, business, payment, employment, outsourcing, resale, or other legal relationship between the Customer and a third party and has no obligation to intervene or resolve a dispute. This does not exclude an obligation directly borne by the Company under applicable law or these Terms or liability arising from the Company’s intent or negligence.

10. To the extent permitted by law, the Company is not liable for indirect, special, incidental, or consequential loss; lost expected profits, revenue, operating profit, trading opportunities, business opportunities, or reputation; business interruption; third-party claims; or data recovery or reconstruction costs, rather than ordinary loss directly caused by the Company’s breach. This does not apply where the Company knew or should have known of the special circumstances and liability cannot be limited under applicable law.

11. The Company’s aggregate liability to the Customer, whether in contract, tort, or under any other theory, is limited to the total fees actually paid by the Customer under the Individual Agreement directly giving rise to the loss. Multiple claims arising from one set of facts or a related series of facts shall be aggregated for purposes of this cap.

12. The warranty limitations, exclusions, and liability cap in paragraphs 2 through 11 do not apply to:

    1. loss caused by the intent or gross negligence of the Company or its officers or employees;

    2. death or personal injury;

    3. fraud, intentional concealment, or a material error known to but not disclosed by the Company;

    4. liability concerning personal information protection, confidentiality, or intellectual-property infringement that cannot be limited or excluded under applicable law; or

    5. liability that cannot be limited or excluded under mandatory consumer-protection or other applicable law.

13. If the Customer intentionally or negligently violates these Terms, an Individual Agreement, applicable law, or External Service terms; provides or requests materials, instructions, or functions without necessary rights or authority; or uses Deliverables outside the Licensed Scope and causes loss to the Company, the Customer shall compensate the Company for ordinary, direct loss. If a third party brings a claim, dispute, investigation, or lawsuit against the Company as a result, the Customer shall bear reasonable defense and response costs to the extent attributable to the Customer, excluding any portion caused or aggravated by the Company’s intent or negligence.

14. This Article governs the existence and scope of damages. Correction and defect repair of Deliverables and paid technical support are governed by Articles 16 and 23; termination, fee reduction, refund, and settlement by Article 21; and retention, deletion, and recovery of materials by Article 25. Even where correction or repair, fee reduction or refund, and damages coexist, the Customer may not obtain double recovery exceeding the amount or value already recovered for the same loss.

Article 25 (Retention and Post-Termination Handling of Materials)

1. Upon delivery and acceptance, the Customer shall download and back up under its own control the Deliverables, executable files, documents, source code where provided under the Individual Agreement, and other materials requiring retention. Unless the Company expressly agrees in an Individual Agreement to provide separate storage or backup services, it does not provide long-term storage, backup, or recovery for the Customer.

2. The Company may retain Customer-Provided Materials, work files, intermediate outputs, copies of Deliverables, testing and acceptance materials, development and change records, and other project-related materials in its possession (collectively, “Project Materials”) for the period necessary to perform the agreement, conduct acceptance and Maintenance, respond to disputes, and comply with legal obligations. If Project Materials contain personal information, they shall be retained only within the processing basis and retention period prescribed by applicable law and the “Hanco Lab Privacy Policy.” Unless otherwise provided in an Individual Agreement and unless separate retention is necessary for a dispute or legal obligation, the Company may securely delete or destroy all or part of Project Materials 30 days after expiration of the free-Maintenance period for a project that completed final acceptance, or 30 days after completion of termination and settlement for a project terminated before final acceptance. Materials necessary for an ongoing dispute or legal retention obligation may be retained until the relevant basis for retention ends.

3. If the Company lawfully deletes or destroys Project Materials after the retention period under paragraph 2, or does not possess the requested materials, it is not obligated to reprovide, recover, or recreate them at the Customer’s later request and is not liable for loss arising from the resulting inability to do so. This does not apply if the Company breaches a retention or delivery obligation under an Individual Agreement or applicable law, or intentionally or negligently deletes or loses materials before an agreed retention period expires.

4. Contract, payment, and dispute-resolution records and personal information shall be separately retained or destroyed in accordance with applicable law and the “Hanco Lab Privacy Policy.”

Article 26 (Governing Law and Dispute Resolution)

1. The Company currently operates as a business in the Republic of Korea, and these Terms shall be interpreted under the laws of the Republic of Korea. If the Customer is a consumer and mandatory consumer-protection law of the Customer’s country of habitual residence applies, that law may apply to the extent required.

2. If a dispute arises between the Company and the Customer in connection with these Terms or use of the Services, the parties shall consult in good faith to reach an amicable resolution. If not resolved, the court having jurisdiction over the Company’s principal place of business shall be the court of first instance in accordance with the Korean Civil Procedure Act and other applicable laws. This provision does not restrict jurisdiction available to the Customer under the proviso to paragraph 1 or applicable law.

3. Any translation of these Terms into another language is provided for convenience. Unless otherwise required by law or separately specified by the Company, the Korean version shall prevail.

Article 27 (Severability and Entire Agreement)

1. If any provision of these Terms or an Individual Agreement is held invalid or unenforceable under applicable law, the remaining provisions remain effective.

2. An invalid or unenforceable provision shall, to the extent permitted by applicable law, be interpreted or replaced by a valid provision that most closely achieves its original purpose.

3. These Terms, the Individual Agreement, the “Hanco Lab Privacy Policy,” the “Hanco Lab Investment Risk Disclosure,” and any additional terms expressly agreed by the parties constitute the agreement between the Company and the Customer concerning the relevant Services.

For questions concerning these Terms, please contact Customer Support below.

• Contact: Customer Support (contact@hancolab.com)