End User License Agreement

1. Introduction

This End User License Agreement (this "Agreement") is entered into between you (either as an individual or, if applicable, on behalf of a legal entity) and MOVIN Inc. ("MOVIN," "we," "us," or "our") and governs your use of the MOVIN TRACIN software (the "Software"), including the MOVIN Studio, including any related updates, upgrades, patches, feature enhancements, or accompanying documentation. This Agreement applies to your use of the Software in conjunction with authorized MOVIN hardware products.
By downloading, installing, or using the Software, you confirm that you have read, understood, and agreed to be bound by the terms of this Agreement. If you do not agree with the terms of this Agreement, you may not use the Software. If you are acting on behalf of an organization, you represent that you are authorized to bind such entity to the terms herein.

2. Grant of License

MOVIN grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software exclusively with MOVIN hardware products or to process data gathered by such MOVIN hardware. This license is granted solely for your internal business or personal use, and in accordance with all applicable laws and the terms of this Agreement. Use of the Software with non-MOVIN hardware, hardware emulators, or unapproved third-party devices is strictly prohibited.

3. License Limitations

3.1 You shall not, and shall not permit others to:
- Use the Software with unauthorized hardware, emulators, or third-party products;
- Reproduce, distribute, sublicense, lease, rent, sell, or otherwise transfer any portion of the Software;
- Modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software;
- Remove, alter, or obscure proprietary notices or labels on the Software;
- Circumvent or attempt to circumvent any usage or technical limitations embedded in the Software.

3.2 Copies of the Software may only be made for backup or archival purposes, and such copies must retain all copyright and proprietary notices.

3.3 Demo or Beta Versions : If the Software is identified as a demonstration ("Demo") or beta version ("Beta"), you acknowledge and agree that:
- The Software may be incomplete or contain features that are not fully functional;
- MOVIN makes no commitment to provide a full commercial version;
- You may not use such versions for commercial purposes unless otherwise authorized in writing;
- Feedback regarding Demo or Beta use may be requested by MOVIN and used for development purposes without compensation.

4. Intellectual Property Rights

4.1 All intellectual property rights in the Software, including but not limited to all copyrights, trademarks, patents, trade secrets, and moral rights, are and shall remain the sole and exclusive property of MOVIN and its licensors. This Agreement does not transfer to you any ownership interest in the Software, but only a limited right of use as expressly provided herein.

4.2 You may not use MOVIN's name, trademarks, logos, or service marks in any manner without MOVIN's prior written consent.

4.3 This Agreement does not grant you any rights or licenses to use any MOVIN SDK or API. Access to or use of MOVIN SDKs or APIs is governed by separate license terms, which may be provided separately or found at an applicable URL. Unauthorized use of any SDK or API constitutes a breach of this Agreement.

4.4 Suggestions and Feedback : You are welcome to provide feedback, ideas, or suggestions relating to the Software. MOVIN shall have the unrestricted right to use, reproduce, and incorporate such feedback without any obligation or compensation to you.

4.5 Third-Party Software : The Software may include proprietary software components that are licensed to MOVIN by third-party vendors. Such third-party software may be subject to additional terms and conditions imposed by the respective licensors. Your use of these components is governed by their applicable license agreements, which may accompany the software or be provided separately. In the event of a conflict between this Agreement and any such third-party license, the latter shall prevail with respect to the relevant third-party software component.

4.6 Open Source Software : The Software may also incorporate open-source software components that are subject to their respective open-source licenses. These licenses may impose certain obligations on you, including the requirement to retain copyright notices, provide source code, or disclose modifications. Copies of applicable open-source licenses are available upon request. To the extent required by the terms of an open-source license, such license terms shall apply in lieu of this Agreement for the relevant open-source component. MOVIN makes no representations or warranties, express or implied, regarding any open-source software and disclaims all liability arising from your use thereof to the fullest extent permitted by law.

5. Software Maintenance and Updates

5.1 MOVIN may, from time to time, provide software updates, patches, upgrades, or enhancements to improve security, maintain compatibility, or introduce new features. These updates may be delivered automatically or may require manual installation. You agree to install all critical and security-related updates promptly upon availability.

5.2 MOVIN expressly reserves the right to terminate access to certain functionalities or cease technical support if such updates are not installed. Failure to install updates may result in material limitations in the Software's functionality, inability to interoperate with other software or hardware, increased security vulnerabilities, or exposure to known bugs. You understand and acknowledge that use of outdated versions may render the Software partially or entirely inoperable and may void any applicable warranty or support commitments.

5.3 Major upgrades that significantly expand the Software's capabilities may be offered under new license terms and may be subject to additional fees. MOVIN will notify users in advance of such changes and provide an opportunity to review and accept the applicable terms.

6. Termination

6.1 This Agreement shall remain in effect unless and until terminated by either party. You may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies in your possession.

6.2 MOVIN may terminate this Agreement immediately, with or without notice, if you breach any term of this Agreement or engage in unauthorized use of the Software.

6.3 With respect to any Demo or Beta version of the Software, MOVIN reserves the right to suspend, discontinue, or revoke access at any time and for any reason, without prior notice.

6.4 Upon termination, you agree to promptly uninstall and delete all copies of the Software and certify such deletion upon request.

7. Disclaimer of Warranty

7.1 The Software is provided on an "as is" and "as available" basis without warranties of any kind. MOVIN disclaims all express, implied, and statutory warranties to the maximum extent permitted by law, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, system integration, availability, and non-infringement.

7.2 MOVIN does not warrant that the Software will function without interruptions, delays, defects, or errors, nor that any defects will be corrected. No oral or written information or advice given by MOVIN or its authorized representatives shall create any warranty. You bear the entire risk as to the performance, quality, and reliability of the Software.

7.3 Certain jurisdictions do not allow the exclusion of certain warranties, and as such, some of the disclaimers above may not apply to you. In such jurisdictions, MOVIN's warranties are limited to the greatest extent permitted by applicable law.

8. Limitation of Liability

8.1 To the fullest extent permitted by applicable law, in no event shall MOVIN, its affiliates, licensors, suppliers, or their respective officers, directors, employees, or agents be liable to you or any third party for any indirect, incidental, special, exemplary, or consequential damages of any kind, including but not limited to damages for loss of profits, loss of business, loss of data, system failure, device malfunction, or business interruption, even if advised of the possibility of such damages and regardless of the legal or equitable theory upon which the claim is based.

8.2 MOVIN's aggregate liability under this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the amount actually paid by you for the Software during the twelve (12) month period preceding the event giving rise to the claim.

8.3 These limitations are essential elements of the Agreement and reflect an allocation of risk between the parties. Some jurisdictions do not permit limitations of liability for certain types of damages. In such jurisdictions, MOVIN's liability is limited to the maximum extent permitted by applicable law.

9. Indemnification

9.1 You agree to indemnify, defend, and hold harmless MOVIN, its affiliates, officers, directors, employees, agents, licensors, and representatives from and against all third-party claims, demands, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:
- Your access to or use of the Software;
- Your violation of this Agreement or any applicable law;
- Your infringement or misappropriation of any intellectual property or other right of any third party.

9.2 MOVIN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with MOVIN in asserting any available defenses.

10. Export and Import Compliance

10.1 You acknowledge and agree that the Software may be subject to export control and economic sanctions laws, regulations, and requirements of the Republic of Korea, the United States, the European Union, and other applicable jurisdictions. You agree to comply fully with such laws and not to directly or indirectly export, re-export, transfer, or otherwise make the Software available in any form, in whole or in part, to any country, person, entity, or end user subject to such restrictions, including without limitation any entities or individuals listed on any denied or restricted party list.

10.2 You represent and warrant that you are not located in or ordinarily resident in a country or territory that is subject to comprehensive trade sanctions or embargoes, nor are you identified on any restricted or denied party list.

10.3 If you are acquiring the Software on behalf of the U.S. Government or any other governmental authority, the Software is classified as 'commercial computer software' and is provided only with those rights as are set forth in this Agreement, pursuant to applicable procurement regulations.

11. General Provisions

11.1 Governing Law and Jurisdiction : This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea. Any disputes shall be resolved by the Seoul Central District Court.

11.2 Force Majeure : Neither party shall be liable for delays or failures resulting from causes beyond their reasonable control, including but not limited to natural disasters, war, labor disputes, or internet outages.

11.3 Privacy and Data : Personal data submitted to MOVIN in connection with your use of the Software will be processed in accordance with MOVIN's Privacy Policy, available at https://www.movin3d.com/.

11.4 Amendment : MOVIN may modify this Agreement from time to time to reflect legal, regulatory, or operational changes. You will be notified of material changes via the Software or the official MOVIN website. Your continued use of the Software after such notification shall be deemed acceptance of the modified Agreement.

11.5 Public Reference : Unless otherwise agreed in writing, you consent to MOVIN identifying you or your organization as a customer in marketing or promotional materials. If you wish to withhold such consent, you must notify MOVIN in writing.

11.6 Survival : The rights and obligations under the following provisions shall survive the termination of this Agreement for any reason: intellectual property rights, disclaimer of warranty, limitation of liability, indemnification, governing law, dispute resolution, and any other provision that by its nature is intended to survive termination.

11.7 Independent Contractors : The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party has authority to bind or obligate the other party in any manner.

11.8 No Third Party Beneficiaries : Except as expressly provided herein, this Agreement is intended solely for the benefit of the parties and their permitted assigns, and shall not confer any rights or remedies upon any other person or entity.

11.9 Entire Agreement : This Agreement constitutes the entire understanding between you and MOVIN regarding the Software. Any prior agreements or understandings are hereby superseded.

11.10 Language and Notices : This Agreement is drafted in English. All notices under this Agreement must be in writing. Notices to MOVIN may be delivered personally, by overnight courier, or by registered or certified mail to: contact@movin3d.com or to MOVIN's principal office at 4F MOVIN, NAVER Corporation, 1784, 95, Jeongjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea