Article 1 (Purpose and Scope)

1. The purpose of these Terms is to set out the rights, obligations and responsibilities of the Company and the Customer, and other necessary matters, in connection with the use of all services relating to "morningmate" that are developed and supplied by Madrascheck Inc. (located in Seoul, the Republic of Korea; the "Provider") and operated by MADRAS CHECK GLOBAL (the "Operator") as the service provider designated under contract. In these Terms, the "Company" refers to the Provider and the Operator collectively.

2. These Terms apply to the morningmate website (https://morningmate.com), related websites provided by the Company, and all application programs for PC, tablet and mobile.

3. Business Use. The Service is provided on the basis that it is used by businesses (corporations, sole proprietors, public institutions and equivalent organizations) for their business purposes. The Company does not provide the Service for use by consumers for personal or household purposes. When applying to use the Service, the Customer represents and warrants that it will use the Service for business purposes.

4. Availability. The Service is provided to businesses located in countries and regions outside the Republic of Korea and is not provided to businesses located in Korea.

5. Company Information. Provider: Madrascheck Inc., address 14F, 220 Yeongsin-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, / Operator: MADRAS CHECK GLOBAL, country of incorporation and address 2570 N. FIRST ST 200, SAN JOSE, CA 95131, / Contact: support@morningmate.com

Article 2 (Definitions)

The terms used in these Terms have the following meanings.

1. "morningmate" (or the "Service") means all related services provided by the Company to the Customer, including Wiki, Projects, Tasks, Calendar, Drive, Teams (messenger), Repattern AI and Organization Chart, across web, installable desktop and mobile app versions.

2. "Customer" means a business, such as a corporation, sole proprietor or public institution, that accesses the Company's Service, registers as a member in accordance with these Terms and uses the Service provided by the Company.

3. "Workspace" means a work space that the Customer creates within the Service to manage Members, data, Plans and permission policies as a single unit.

4. "Member" means a person who has been granted the right to use the Service by the Customer and uses the Service under the Customer's control. Members are classified as "Administrators" or "Regular Members" according to the permissions granted to them.

5. "Administrator" means the Customer itself, or a Member representing or acting on behalf of the Customer, who can use all administrative functions of the Service and can terminate the Agreement.

6. "Regular Member" means a Member who uses the Service without any particular administrative permissions.

7. "Guest" means an external user who, on the Customer's invitation, accesses only specific Projects or documents and uses the Service to a limited extent without a paid subscription.

8. "Free Trial" means the provision of paid features free of charge to new Customers for a period determined by the Company.

9. "ID" means a combination of letters and numbers chosen by the Customer and approved by the Company, the Customer's email address, or a user account registered through an external authentication provider (such as Google, Apple or Microsoft), for the purposes of identifying the Customer and using the Service.

10. "Password" means a combination of letters or numbers chosen by the Customer to confirm that the Customer is the person matching the ID and to protect confidentiality. The ID and password are collectively referred to as "Login Credentials".

11. "Customer Information" means information that the Customer stores in the Company's Service and that the Customer owns or controls.

12. "Partner" means a business that acts on behalf of the Company in selling and distributing the Service in a specific country or region and that is responsible for responding to Customer inquiries and managing contracts with Customers.

13. "App Marketplace" means a third-party platform that provides distribution of and in-app payment for mobile applications, such as the Apple App Store and Google Play.

14. "AI Services" or "Repattern AI" means all artificial intelligence-based services provided by the Company, including the AI Agent, conversational language model question answering, image generation, automated responses and data analysis.

15. "AI Credits" means the unit representing usage of the AI Services. AI Credits are deducted only when the AI Services are used and cannot be used toward payment of fees. AI Credits are divided into "Included AI Credits", which are provided as part of a Plan, and "Add-on Credit Packs", which the Customer purchases separately, and both are operated as a single combined pool at the Workspace level.

16. "Applicable Law" means all laws and regulations applicable to each of the Company and the Customer, including data protection laws and export control and economic sanctions laws.

17. "Company" refers collectively to the Provider (Madrascheck Inc.) and the Operator (MADRAS CHECK GLOBAL) in accordance with Article 1(1). Unless otherwise expressly stated, the obligations borne by the Company and the rights vested in the Company under these Terms apply equally to both entities.

18. "Drive" has the meaning given in Article 44(1)(a).

19. "Files" has the meaning given in Article 44(1)(b).

20. "Shared Link" has the meaning given in Article 44(1)(c).

21. "Storage Capacity" means the total amount of file storage provided to a Workspace according to its Plan.

Article 3 (Effect and Amendment of the Terms)

1. These Terms take effect when the Customer accesses the website or mobile app, agrees to the content of these Terms, applies for membership, and the Company approves the application.

2. The Company will post these Terms on the initial screen of the Service or on the Service website so that the Customer can easily review them.

3. The Company may amend these Terms to the extent that doing so does not violate Applicable Law, and amendments include the modification, addition and deletion of provisions.

4. If the Company amends these Terms, the Company will post the amended Terms on the Service website and applications, and notify the Customer by the email address registered by the Customer, at least 31 days before the effective date.

5. If the Customer continues to access or use the Service after the effective date of the amended Terms, the Customer is deemed to have agreed to the amended Terms. Where necessary, the Company may separately confirm the Customer's agreement through an electronic consent process.

6. If the Customer does not agree to the amended Terms, the Customer may delete its account or terminate the Agreement by the day before the effective date. In this case, the Company will notify the Customer by email or an equivalent method of the reason for termination, the termination date and the amount to be refunded, and the refund is governed by Article 23(11).

Article 4 (Matters Not Specified in These Terms)

1. Matters not set out in these Terms are governed by the governing law, relevant regulations and commercial practice.

2. If the Customer and the Company have entered into a separate written agreement (such as an order form, an enterprise agreement or a data processing agreement), that agreement prevails over these Terms.

3. If the Customer uses the Service through a Partner, the Partner may carry out billing and collection of fees, responding to inquiries and contract management. Even in this case, these Terms continue to apply between the Company and the Customer with respect to the provision of the Service, and any contract entered into between the Customer and the Partner is effective only between those parties.

Article 5 (Formation of the Agreement)

1. The Agreement is formed when an applicant applies to use the Service in the manner provided by the Company and the Company accepts the application.

2. When applying, the applicant must accurately provide its legal full name, a valid email address and other information requested by the Company (such as country/region and business information).

3. The applicant must be a natural person, and accounts created by automated means such as bots are not permitted.

4. The Company may require the applicant to complete a verification process to confirm the applicant's identity.

5. Applicant's Age and Authority. The applicant must be a natural person aged 18 or older who has the authority to represent or act on behalf of a business and to bind that business to these Terms.

6. The Company may refuse to accept an application that falls under any of the following:

(a) the application is not made under the applicant's real name, or is made using another person's name without that person's consent;

(b) false information has been provided;

(c) the application is made by automated means;

(d) there is a risk that the application may harm laws and regulations, public order or good morals;

(e) the applicant intends to use the Service for an improper purpose;

(f) acceptance is impossible for reasons attributable to the applicant, or the application is made in violation of these Terms;

(g) the applicant is in arrears on fees for another service of the Company;

(h) the applicant has a history of overdue Service fees or improper use;

(i) the applicant does not meet the age or authority requirements in paragraph 5 of this Article;

(j) the applicant is located in the Republic of Korea and therefore falls outside the Availability set out in Article 1(4);

(k) the applicant or its location is subject to sanctions under Article 30 (Compliance with Export Control and Economic Sanctions); or

(l) any other reason equivalent to the foregoing items makes acceptance clearly inappropriate.

7. The Company may defer acceptance of an application if there is a facility failure, difficulty in maintaining service quality, insufficient capacity, technical difficulty in providing the Service, or any other equivalent reason.

8. If the Company does not accept or defers acceptance of an application, the Company will, as a rule, inform the applicant accordingly.

Article 6 (Protection of Personal Information)

1. The Company will endeavor to protect the personal information of the Customer and Members as required by Applicable Law. The processing of personal information is governed by Applicable Law and the Company's Privacy Policy.

2. In the course of providing the Service, the Company acts in the following capacities:

(a) as a controller, with respect to personal information that the Company processes for its own purposes for the operation, security and billing of the Service and compliance with laws, such as the Customer's account information, payment information, Service usage records and security logs; and

(b) as a processor processing personal information on behalf of the Customer, with respect to personal information contained in data that the Customer inputs into or stores in the Workspace.

3. In the case of item (b) of the preceding paragraph, the Customer, as the controller, is responsible for securing a lawful basis for collecting the relevant personal information, providing notice to and obtaining consent from data subjects, and responding to data subjects' requests to exercise their rights.

4. The Company will process the personal information referred to in paragraph 2(b) only in accordance with the Customer's instructions as set out in these Terms and in the Data Processing Addendum ("DPA") referred to in Article 7(4), and any use under Article 33(3) is limited to the scope set out in the DPA.

Article 7 (Data Processing and International Transfers)

1. To provide the Service, the Company stores and processes Customer Data in data center regions designated by the Company. The Company's servers are currently located in the United States and Japan, and the storage region may vary depending on the Customer's location and the configuration of the Service. The Company may add or change regions to improve the stability and performance of the Service, and will announce any change of region in advance.

2. For purposes such as providing the Service, backup, incident response, customer support and processing by the AI Services, Customer Data may be transferred to and processed in countries other than the country in which the Customer is located. International transfers of personal information are described in the Company's Privacy Policy.

3. Where personal information of Customers located in the EEA, the United Kingdom or Switzerland is transferred to a third country, the Company will apply the following transfer mechanisms recognized by the Applicable Law of the relevant jurisdiction, and the transfer mechanisms in items (a) to (c) are incorporated into the DPA referred to in paragraph 4 and apply without separate signature:

(a) EEA: the EU Standard Contractual Clauses ("EU SCCs");

(b) United Kingdom: the EU SCCs combined with the UK Addendum (International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner's Office (ICO));

(c) Switzerland: the EU SCCs as adapted in a manner recognized by the Swiss Federal Data Protection and Information Commissioner (FDPIC); and

(d) any other lawful transfer mechanism recognized by Applicable Law, such as an adequacy decision for the destination country (including the EU adequacy decision for the Republic of Korea and the UK–Korea data bridge).

4. The Company's "morningmate Data Processing Addendum" (the "DPA") is incorporated into these Terms and applies to the processing of personal information under Article 6(2)(b) without any separate request or signature by the Customer. The DPA includes processor obligations under Article 28 of the EU and UK GDPR; the obligations of a service provider or processor under the California Consumer Privacy Act (CCPA) and other US state privacy laws (including the prohibition on selling and sharing personal information); and matters relating to the system of equivalent measures under Article 28 of Japan's Act on the Protection of Personal Information ("APPI"). If the Customer requests a signed copy, the Company will provide one. The DPA forms part of these Terms and, with respect to the processing of personal information, prevails over these Terms in the event of any conflict. (View the Data Processing Addendum (DPA))

5. The Company lists its sub-processors in Annex 3 of the DPA and will announce any addition or replacement of a sub-processor at least 30 days before it takes effect. The Customer may object in accordance with the procedure set out in the DPA.

6. Personal Data Breach Notification. If the Company becomes aware of a Personal Data Breach relating to personal information processed under Article 6(2)(b), the Company will notify the Customer without undue delay and will reasonably cooperate so that the Customer can fulfill its obligations under Applicable Law to report to supervisory authorities and notify data subjects. Notice will be given within 48 hours of the Company becoming aware of the Personal Data Breach, and the specific procedure is set out in the DPA.

Article 8 (Changes to Customer Information)

1. The Customer may view and modify its information at any time through the account management screen.

2. Members may modify their own information through the personal information management screen in the Service. However, information that the Company or the Customer does not permit to be modified cannot be modified.

3. If any information provided when applying for membership (including billing information) changes, the Customer must update it without delay.

4. The Company is not liable for any disadvantage arising from the Customer or a Member failing to keep their information accurate.

Article 9 (Management of Accounts and Login Credentials)

1. The Customer is responsible for managing its Login Credentials and must maintain the confidentiality of its Login Credentials, including by restricting access to its account.

2. Each set of Login Credentials may be used by only one person, and sharing a single set of Login Credentials among multiple people is not permitted under any circumstances. The Customer must create a separate account for each person who will use the Service.

3. The Customer is responsible for all activities that occur under its account and password. The Company is not liable for any loss or damage arising from the Customer's failure to comply with its security obligations under this Article. However, this does not apply where the Login Credentials are leaked for a reason attributable to the Company.

4. The Customer is responsible for all posts and activities within its Workspace, even if they are posted by other Members belonging to that Workspace. If the Customer is invited to participate in a Project of another company, administrative rights over the content in that Project belong to the inviting company, and the attribution of copyright and ownership of the content is governed by Article 29(5), Article 43(2) and Article 44(2).

5. If the Customer becomes aware that its Login Credentials have been stolen and are being used by a third party, the Customer must immediately notify the Company and follow the Company's instructions. The Company is not liable for any disadvantage arising from the Customer's failure to give notice or to follow the Company's instructions.

Article 10 (Content of the Service)

1. The Service provided by the Company to the Customer consists of the following:

(a) Web service: the morningmate website (https://morningmate.com) and the Workspace and personal profile management pages;

(b) Desktop applications: installable clients for Windows and macOS;

(c) Mobile and tablet applications: clients for iOS and Android distributed through App Marketplaces;

(d) Individual apps (modules): services such as Wiki, Calendar, Drive, Teams and Repattern, which are provided by default under the Company's policies or which the Customer purchases and uses as paid services; and

(e) Integrations and third-party services: services of third parties under contract with the Company that the Customer selects, purchases and uses for a fee.

2. The Company may choose not to provide certain features of the Service in specific countries or regions, or may provide them differently by region. In this case, the Company will provide information about this on the Service website.

3. Under Article 1(4), the Service is not provided to businesses located in the Republic of Korea.

Article 11 (Use of the Service and Free Trial)

1. The Customer may use the Service after registering as a member through the authentication method designated by the Company.

2. Free Trial. New Customers may use all paid features free of charge for 14 days after registration.

3. If the Customer does not apply for a paid subscription after the Free Trial ends, use of the account will be automatically restricted and the Customer will no longer be able to use the features it previously used. The Customer may resume use at any time by applying for a paid subscription.

4. Guests are not eligible for the Free Trial and may use the Service without a paid subscription within the limited scope determined by the Company.

5. Using paid services requires internet access and a device supported by the Service, and the Customer must register a payment method offered by the Company or otherwise provide valid payment information to the Company.

6. The Customer bears internet access fees, data communication charges, device purchase costs and other costs required to use the Service.

Article 12 (Cookies)

1. The Company uses cookies on the morningmate website to provide a better experience to Customers and visitors.

2. Cookies are used to retrieve a user's settings and status upon a return visit so that certain features can be provided smoothly, and the Company's affiliates or advertising partners may also use cookies.

3. The Company obtains visitors' consent to the use of cookies through a cookie consent management tool on the morningmate website, and visitors may change or withdraw their consent at any time through that tool.

4. Details regarding the types of cookies, the purposes of their use, their retention periods and how to refuse them are set out in the Company's Privacy Policy.

5. For users in Japan, the Company will publish the matters relating to the external transmission of user information required under Japan's Telecommunications Business Act.

Article 13 (Data Storage)

1. When the Service is used, data is stored on cloud infrastructure.

2. Provision of Storage Capacity. The Company provides Storage Capacity according to the Plan used by the Customer. Storage Capacity is not allocated separately to individual Members but is operated as a single combined pool at the Workspace level. The capacity provided under each Plan and the basis for calculating it are as posted by the Company on its pricing page.

3. Items Counted Toward Storage Capacity. In addition to Files stored by the Customer in Drive, files held in the trash, file version history, and files attached to and stored in individual apps may be counted toward Storage Capacity. The Company will give advance notice in accordance with Article 3 of any change to the calculation criteria that is unfavorable to the Customer, such as an expansion of the items counted.

4. Individual Limits. For the stable operation of the Service, the Company may impose limits such as a maximum upload size per file, a maximum number of files per Workspace, and file formats that are not supported for upload. If the Company changes these limits in a way that is unfavorable to the Customer, the Company will give advance notice in accordance with Article 3.

5. If the included capacity is exceeded, the Customer may purchase additional capacity in accordance with the pricing policy set by the Company, and the additional capacity is provided from the time of purchase.

6. Measures When Capacity Is Exceeded. If stored data exceeds the Storage Capacity, the Customer cannot upload additional files. However, the Customer may continue to view, download, delete and share files already stored. The Customer may resume use by deleting unnecessary files or purchasing additional capacity.

7. Plan Changes and Reductions in Members. If the Customer downgrades to a lower-tier Plan or reduces the number of paid Members, and as a result the stored data exceeds the Storage Capacity after the change, paragraph 6 of this Article applies mutatis mutandis. At the time of the change, the Company will inform the Customer that the capacity has been exceeded and of the measures available, and will not delete stored files solely because capacity has been exceeded. However, if the Customer does not resolve the excess within the period determined and notified in advance by the Company, the Company may, after giving prior notice, restrict the use of additional uploads and sharing functions.

8. The Company provides a feature within the Service that allows the Customer to check Storage Capacity usage.

Article 14 (Data Protection and Management)

1. Data means material that the Customer inputs or generates using the Service and that is stored on data servers.

2. The Company will protect Customer Data and will implement systems and procedures that meet at least industry standards to prevent unauthorized access to Customer Data.

3. If legitimate legal proceedings are initiated, such as a lawful warrant issued by a competent investigative or regulatory authority or a judgment or order of a court, the Company may provide or disclose data stored with the Company to the requesting authority without the separate consent of the Customer. To the extent not prohibited by Applicable Law, the Company will use reasonable efforts to notify the Customer of such a request in advance.

4. The Company is not liable for loss of data arising from causes not attributable to the Company, including the following cases:

(a) files are damaged, or files uploaded to the server are stored incorrectly, due to the termination or errors of third-party programs used on the Customer's device;

(b) files are not uploaded properly due to the state of the Customer's network connection or failures or errors in the Customer's network environment;

(c) the Customer is responsible, such as due to problems with the Customer's environment (including its devices and network), loss or theft of Login Credentials, or inadequate management;

(d) server files are damaged due to natural disasters, national emergencies or other equivalent force majeure events;

(e) any other case that may be determined to arise from a cause not attributable to the Company;

(f) while the Customer is using the desktop sync client, files in local storage are deleted, moved or modified, or files are damaged due to sync conflicts or duplicate creation; or

(g) the Customer or a Member, within the scope of their permissions, deletes files or empties the trash, and the files are permanently deleted after the retention period set by the Company has elapsed.

5. Because lost data may not be recoverable, the Customer must separately back up and retain its data.

6. If stored data is lost or damaged for a reason attributable to the Company in the course of ordinary maintenance and operation activities, such as server upgrades, system maintenance or data migration, and the Customer suffers damage as a result, the Company will compensate the Customer for the damage proven by the Customer. Compensation under this paragraph is included in the aggregate liability cap under Article 27(4)(c), except that the cap does not apply in the cases falling under item (d) of that paragraph.

7. Malicious Files. If an uploaded file is confirmed to contain malware, viruses or other equivalent harmful elements, the Company may quarantine or delete that file. In this case, the Company will notify the Customer of that fact and the reason without delay, and the Customer may object in accordance with the procedure set by the Company.

Article 15 (Customer Consent and Warranties)

1. The Customer warrants that it has obtained the consent of its Members to the application of these Terms and the Privacy Policy.

2. The Customer's Administrators may, within the scope of the permissions granted to them, directly access Members' data or add Members to Projects. The Customer warrants that, before a Member begins using the Service, it has informed the Member that Administrators may access, monitor, use and disclose the Member's data and, where necessary, has obtained the Member's consent.

3. The Customer is responsible for securing the notice, consent or other lawful basis for processing required under Applicable Law with respect to the data subjects of the personal information it inputs into the Service, and the Company is not liable for any disputes or sanctions arising from the Customer's breach of this responsibility.

Article 16 (Service Notifications)

The Company provides notifications by email, in-Service announcements, app push notifications, chat notifications and similar means to support the Customer's smooth use of the Service. Notifications that are essential to the operation of the Service (such as those concerning outages, security, payments and amendments to these Terms) may be sent even if the Customer has opted out of receiving notifications.

Article 17 (Restriction and Suspension of Use of the Service)

1. The Company may suspend the use of the Service by a Customer that has no record of using the Service for the period set out in paragraph 2.

2. The period referred to in paragraph 1 is one (1) year from the date of last use. After giving prior notice to the registered email address, the Company will destroy or separately store the personal information of a Customer for whom that period has elapsed, and if there is still no record of use thereafter, the Company may destroy the personal information and usage history upon expiry of the retention period set out in the Privacy Policy. Account deletion is governed by Article 18(3).

3. If the Customer breaches any obligation under these Terms other than the prohibited acts listed in Article 25(3), the Company may request, by email or other means, that the Customer remedy or rectify the breach, and if the Customer does not do so, the Company may suspend the provision of the Service after giving notice. Measures in response to a breach of any item of Article 25(3) are governed by Article 26.

4. To the extent permitted by Applicable Law (including laws relating to insolvency), the Company may suspend the provision of the Service without prior notice if any of the following occurs with respect to the Customer:

(a) the Customer fails to perform its payment obligations due to, for example, a refusal of payment by a financial institution; provided, however, that the Company will not suspend the provision of the Service solely because dissolution, rehabilitation, bankruptcy or similar proceedings have been commenced;

(b) the Customer has transferred its principal assets or business to a third party;

(c) a serious violation of law or a public scandal has caused, or can reasonably be expected to cause, severe disruption to the operation of the Service;

(d) the Customer has become unable to perform its payment obligations due to a provisional attachment, provisional disposition, attachment or the like;

(e) it is confirmed that the application was made by misappropriating another person's identity or on the basis of false information;

(f) the Customer or a Member becomes subject to export control or economic sanctions; or

(g) the normal operation of the Service is immediately threatened for any other reason equivalent to those in items (a) to (f).

Article 18 (Account Deletion)

1. The Customer may proceed with the deletion of Service accounts in any of the following ways:

(a) the Customer's Administrator suspends or deletes the accounts belonging to the Customer;

(b) the Company deletes the account after approval by the Customer's Administrator;

(c) where only one (1) Administrator of the Customer remains, the Company deletes that account upon request through the Company's contact procedure (support@morningmate.com);

(d) a Guest deletes their own account using the account deletion function of the Service; or

(e) where an account was registered by a method other than direct sign-up within the Service, such as through a Partner or a third-party integration, the account is deleted through the Company's contact procedure in accordance with the policies of the relevant service.

2. Deletion of the Customer's account will proceed in accordance with the request submitted by the Customer's Administrator.

3. If no request for account deletion is made, the account will be maintained for one (1) year from the date of last use, and after that one (1) year period has elapsed, the account may be deleted after prior notice.

4. For thirty (30) days from the date on which termination or account deletion takes effect, the Customer may download Customer Data using the functions provided by the Company or by contacting the Company (support@morningmate.com). After that period has elapsed, the Company will delete Customer Data, except where retention is required by Applicable Law or the Privacy Policy. The Customer is advised to download and keep any necessary data before termination or account deletion.

5. For the Enterprise Plan, data management is governed by the terms of the contract entered into with the Company.

6. Switching and Data Portability (EEA Customers). A Customer located in the EEA has the following rights under the EU Data Act (Regulation (EU) 2023/2854):

(a) the Customer may, by giving prior notice of no more than two (2) months, request switching to another data processing service provider or to the Customer's own on-premises infrastructure, together with the porting of its data, and the Agreement terminates when switching is completed;

(b) during a transitional period of thirty (30) days following the end of the notice period, the Company will provide reasonable assistance necessary for switching and will continue to provide the Service. Where this is technically unfeasible, the Company will notify the Customer of the reasons and may extend the transitional period by up to seven (7) months;

(c) the Customer may download Customer Data for at least thirty (30) days after the end of the transitional period;

(d) the Company will post on the Service website the scope of data to be ported and the format in which it is provided (a structured, commonly used and machine-readable format); and

(e) the Company will not impose switching charges beyond the extent permitted by Applicable Law.

Article 19 (Provision and Modification of the Service)

1. In principle, the Service is provided 24 hours a day, 365 days a year. However, the Company does not fully guarantee the continuous operation of, or uninterrupted access to, the Service, and certain functions, such as uploads, may not be processed in real time.

2. The Company may temporarily suspend the provision of the Service for maintenance or inspection of information and communications facilities, replacement due to deterioration or failure, interruption of communications networks, or other substantial operational reasons. In such cases, the Company will, in principle, give prior notice or announce the suspension, but may give notice afterwards where unavoidable.

3. The Company may modify all or part of the Service as necessary for policy, operational or technical reasons. However, for any material change that is unfavorable to the Customer, the Company will post the reason for the change, the details of the change and the date of application thirty-one (31) days in advance, and for any other change, seven (7) days in advance. This paragraph applies to changes to the content of the Service; amendments to these Terms themselves are governed by Article 3(4).

4. If the Company discontinues all or a material part of a paid Service, the Company will announce this at least thirty (30) days in advance, and in that case refunds of fees are governed by Article 23(11).

Article 20 (Service Fees)

1. The Service is offered on a paid subscription basis. The Customer selects either a monthly or an annual Billing Cycle and is billed in advance on a recurring basis according to the selected Billing Cycle.

2. Details of each Plan, including its name, price, included features, included credits and minimum number of users, are as posted by the Company on the pricing page of the Service website(https://morningmate.com/m/pricing) or as set out in an individual agreement.

3. Currency. Service fees are displayed and billed in U.S. dollars (USD), Japanese yen (JPY) or another currency determined by the Company for each region. The applicable currency and amounts are as posted on the pricing page, and the amount billed to the Customer is fixed in that currency. Any foreign transaction fees and currency conversion fees charged by the Customer's card issuer or financial institution are borne by the Customer. The currency applicable to refunds is governed by Article 23(8).

4. The Customer must provide the Company with accurate and complete billing information, including its legal name, address, country/region, postal code, contact details and valid payment method information.

5. Taxes. Unless otherwise stated, displayed fees do not include any taxes imposed by tax authorities, including VAT, consumption tax, GST, sales tax, customs duties and withholding taxes. The Customer bears all taxes imposed in connection with its use of the Service. However, taxes imposed on the Company's income are borne by the Company.

(a) Where the Company is required by Applicable Law to collect taxes, the Company will add the applicable tax amount to the fees billed and remit it to the tax authority on the tax authority's behalf.

(b) Item (a) also applies to state and local taxes in the United States, such as sales and use taxes. Where the Company is obligated to collect such taxes under the laws of the relevant state, the Company will add the applicable tax amount to the fees billed, and if the Customer is tax-exempt, the Customer must provide the Company with a valid exemption certificate.

(c) A Customer in a jurisdiction where reverse charge taxation applies to business-to-business transactions, such as the EEA, the United Kingdom or Switzerland, must provide the Company with a valid VAT registration number. If the Customer fails to provide one, or the number provided is invalid, the Company may add the applicable tax amount to the fees billed in accordance with Applicable Law.

(d) Where the provision of the Service to a business Customer in Japan constitutes the provision of business-to-business telecommunications services (事業者向け電気通信利用役務の提供) under Japan's Consumption Tax Act, the reverse charge mechanism applies, and the Customer will report and pay the applicable consumption tax in accordance with Applicable Law.

6. Plan Changes. The Customer may change the number of users or its Plan during the term of the Agreement, and such changes will be handled as follows:

(a) an increase in the number of users or a change to a higher-tier Plan (upgrade) takes effect immediately, and the difference for the remaining period is calculated pro rata and billed immediately; and

(b) a decrease in the number of users or a change to a lower-tier Plan (downgrade) takes effect from the next Billing Cycle for both monthly and annual Billing Cycles, and no refund will be made for the Subscription Term already paid for.

7. A downgrade may result in the loss of certain features or capacity of the account, and the Company is not liable for any loss arising from it.

8. The Company applies the fees and terms of provision posted at the time the Agreement was entered into with the Customer, and will announce in advance, in accordance with Article 3, any change that is unfavorable to the Customer. Changed terms will not be applied retroactively to any Billing Cycle or committed term that has already commenced.

9. Unless the Customer terminates before the end of the Billing Cycle, the Agreement automatically renews for the same Billing Cycle, and renewal fees are billed in accordance with Article 21. For an annual Billing Cycle, the Company will notify the Customer, at the email address registered by the Customer, of the scheduled renewal date, the renewal fee and how to terminate, not less than fifteen (15) and not more than thirty (30) days before the renewal date.

10. Payment inquiries may be submitted to support@morningmate.com.

Article 21 (Payment and Billing)

1. Fees for paid Services are prepaid. The Company bills the fees for each Billing Cycle in advance before that Billing Cycle begins.

2. The Customer pays using the payment methods offered by the Company, and the available methods and procedures are described on the payment screen. The Company processes payments through a payment service provider, and the Customer's payment method information is stored and processed by that payment service provider.

3. If the number of users increases during the term of the Agreement, the Company will bill the additional users in advance, calculated pro rata for the remaining period.

4. AI Credits cannot be applied toward payment of fees and are deducted only when AI Services are used.

5. Upon automatic renewal, the Company bills the renewal fee in advance within a period determined by the Company before the renewal date.

6. If payment of an amount billed in advance fails, the Company will notify the Customer of the payment failure and grant a Grace Period of fourteen (14) days from the payment date.

(a) The Customer may continue to use the paid Service during the Grace Period.

(b) If payment is not completed within the Grace Period, the Customer may no longer use the relevant paid Service, and the Agreement is suspended.

(c) If the Customer completes payment after the Agreement has been suspended, the Agreement is renewed with effect from the date on which payment is completed.

(d) The Company will not charge late fees for any period during which the Service was not provided. However, the handling of outstanding amounts for Services already provided, and any late payment damages, are governed by Applicable Law and the Agreement.

(e) The retention and deletion of Customer Data following suspension are governed by Applicable Law and the Privacy Policy. However, if the Customer uses the Service without a genuine intention to perform the Agreement, such as by repeatedly abusing the Grace Period, the Company may delete that Customer's data after prior notice.

7. If the Customer evades payment of fees by fraudulent means, the Company may claim the amount evaded and compensation for the actual damage suffered by the Company as a result.

Article 22 (Operation of AI Credits)

1. AI Credits are provided and managed as a single pooled balance for each Workspace of the Customer, and are not provided to, or available for purchase by, individual Members.

2. Included AI Credits are renewed monthly; unused Included AI Credits do not roll over and expire at the end of the relevant period. The Company will notify the Customer in advance that credits are due to expire and when.

3. In addition to monthly included credits, the Customer may purchase Add-on Credit Packs for a fee. The validity period, expiry and other terms of use of Add-on Credit Packs are as notified on the Service pricing page or the purchase screen at the time of purchase. However, the validity period of Add-on Credit Packs sold to Customers in Japan will not exceed six (6) months from the date of purchase.

4. Included AI Credits are deducted first, followed by Add-on Credit Packs. If the Company changes the order of deduction to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

5. If the Company applies a validity period or expiry conditions to Add-on Credit Packs, the Company will notify the Customer of those conditions at the time of purchase, and related matters are governed by Applicable Law.

Article 23 (Termination and Refunds)

1. The Customer may terminate its subscription through the account management page within the Service or by contacting the Company (support@morningmate.com).

2. What happens after a Free Trial ends is governed by Article 11(3), and in that case no fees will be charged.

3. A paid Service on a monthly Billing Cycle cannot be terminated early during the term of the Agreement; the Customer may use it until the end of the Subscription Term already paid for, and it ends upon expiry of that term. In that case, the subscription will not renew for the next Billing Cycle.

4. For a paid Service on an annual Billing Cycle, no refund is provided upon termination during the term of the Agreement. If the Customer requests termination during the term of the Agreement, the Customer may continue to use the Service until the Subscription Term already paid for expires, at which point the subscription ends and does not renew for the next Billing Cycle.

5. Included AI Credits are units of usage included in the Plan and provided without separate purchase, and are therefore not eligible for refund. Add-on Credit Packs separately purchased by the Customer cannot be cancelled for convenience or partially refunded once the purchase is complete, and no separate refund is provided for remaining add-on credits even if the subscription to the Service is terminated or ends. However, where mandatory provisions of Applicable Law provide otherwise, those provisions apply.

6. A downgrade is not grounds for a refund. Plan changes and decreases in the number of users are governed by Article 20(6), and the difference for the Subscription Term already paid for will not be refunded.

7. Service Credits. In the event of a prolonged interruption of the Service, the Company may provide Service Credits to the Customer's account. This is at the Company's discretion and does not give the Customer any right to claim Service Credits.

8. Refund Currency and Fees. Refunds are, in principle, made to the payment method and in the currency used for payment. The Company does not bear any difference arising from exchange rate fluctuations or any refund fees charged by the payment service provider or a financial institution.

9. Mandatory Provisions. The refund restrictions in this Article do not apply to the extent that mandatory provisions of the laws applicable to the Customer do not permit them, and to that extent those laws prevail. Notwithstanding Article 1(3), if the Customer is treated as a consumer under Applicable Law and is granted a statutory right of withdrawal, the Customer may exercise its right of withdrawal within the period and in the manner prescribed by those laws.

10. The Enterprise Plan is governed by the contract documents entered into with the Company.

11. Refunds for Reasons Attributable to the Company. In any of the following cases, the Company will refund, on a pro rata basis, the fees corresponding to the remaining portion of the Subscription Term already paid for:

(a) the Company discontinues all or a material part of a paid Service under Article 19(4);

(b) the Customer does not agree to amended Terms and terminates the Agreement under Article 3(6); or

(c) the Customer terminates the Agreement because the Company is unable to provide the Service normally for reasons attributable to the Company.

12. Notwithstanding paragraphs 3 and 4, a Customer located in the EEA may terminate the Agreement by requesting switching under Article 18(6). In that case, refunds of fees for the Subscription Term already paid for are governed by this Article, except where Applicable Law provides otherwise, in which case Applicable Law applies.

Article 24 (Obligations of the Company)

1. Unless there are special circumstances, the Company will use commercially reasonable efforts to provide the Service on a continuous and stable basis.

2. The Company will maintain the facilities used to provide the Service in operable condition and will use reasonable efforts to repair and restore them without delay in the event of a failure.

3. The Company will promptly address opinions or complaints raised by the Customer that it recognizes as justified. Where prompt handling is difficult, the Company will notify the Customer of the reason and the expected timeline by email or other means.

4. The Company provides customer support through support@morningmate.com in the support languages and during the support hours determined by the Company. The support languages and hours are posted on the Service website.

Article 25 (Obligations of the Customer)

1. The Customer must comply with these Terms and Applicable Law and must not engage in any act that interferes with the Company's business operations.

2. The Customer must not use the Service for any purpose that violates the laws applicable in the Customer's jurisdiction, including copyright laws.

3. The Customer must not engage in any of the following acts:

(a) registering false information when applying for, registering or changing any information;

(b) misappropriating the information of another person;

(c) sharing a single set of Login Credentials among multiple people;

(d) creating accounts or using the Service by automated means such as bots;

(e) infringing the intellectual property rights of the Company or any third party;

(f) defaming, or interfering with the business of, the Company or any third party;

(g) disclosing or posting obscene codes, text, sounds, images or videos, or any other information contrary to public order and morals;

(h) reselling or re-providing the Service itself to any third party, or using the Service to provide a competing service, without the Company's prior consent;

(i) attempting to reverse engineer or decompile the Service or to extract its source code;

(j) placing an excessive load on the Service or circumventing its security features; or

(k) any other unlawful or improper act.

Article 26 (Measures by the Company upon Breach of the Customer's Obligations)

1. If the Customer commits any act listed in Article 25(3), the Company may notify the Customer of the breach and suspend the provision of the Service for one (1) month, and if the breach recurs, the Company may rescind or terminate the Agreement. The Company's notice takes effect on the date it reaches the Customer.

2. The Customer may object to the Company's rescission, termination or suspension of use in accordance with the procedure determined by the Company. If the Customer demonstrates that it acted without intent or negligence, or the Company recognizes the objection as justified, the Company will extend the period of use by the length of the account suspension.

Article 27 (Damages, Limitation of Liability and Disclaimers)

1. If either the Company or the Customer breaches its obligations under these Terms and the other party suffers damage as a result, the other party may claim damages from the party at fault.

2. Indemnification by the Customer. The Customer must indemnify, defend and hold harmless the Company from and against any claims or demands (including reasonable legal fees) made by a third party arising from the Customer's breach of these Terms, improper use of the Service, violation of law or infringement of the rights of a third party.

3. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE COMPANY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ALL WARRANTIES, CONDITIONS OR TERMS IMPLIED BY STATUTE, CUSTOM OR COURSE OF DEALING.

4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS OPPORTUNITY OR GOODWILL, OR DAMAGE TO CREDIT OR REPUTATION, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES;

(b) THE COMPANY WILL NOT BE LIABLE FOR DAMAGE ARISING FROM ANY OF THE FOLLOWING, EXCEPT WHERE THE COMPANY HAS ACTED WITH INTENT OR NEGLIGENCE:

(i) CONTENT PROVIDED, DIRECTLY OR INDIRECTLY, BY THE CUSTOMER THROUGH THE SERVICE;

(ii) INABILITY TO USE THE SERVICE DUE TO THE CUSTOMER'S ENVIRONMENT, SUCH AS THE CUSTOMER'S DEVICES OR NETWORK, OR DUE TO CAUSES ATTRIBUTABLE TO THE CUSTOMER;

(iii) VIRUSES OR MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE SERVICE; OR

(iv) DEFECTS, FAILURES OR ERRORS IN THIRD-PARTY SERVICES OR SOFTWARE NOT PROVIDED BY THE COMPANY;

(c) THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF THE SERVICE FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND ONE HUNDRED U.S. DOLLARS (USD 100) (OR ITS EQUIVALENT IN THE BILLING CURRENCY); AND

(d) ITEMS (a) TO (c) ABOVE DO NOT APPLY TO DAMAGE CAUSED BY THE COMPANY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, DAMAGES FOR DEATH OR PERSONAL INJURY, DAMAGE CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5. Some jurisdictions do not allow the disclaimer of warranties or the exclusion of damages, so such disclaimers and exclusions may not apply to the relevant Customer.

6. The Company has no obligation to intervene in disputes arising through the Service between Customers, or between a Customer and an affiliate or a third party, and is not liable for any damage resulting from such disputes.

7. The disclaimers of warranties and limitations of liability in this Article reflect the allocation of risk between the parties and form a basis for determining the Service fees.

Article 28 (Responsibility for Content)

1. The Company is not responsible for content posted in the Customer's account. The Customer's obligation to indemnify against third-party claims arising from the Customer's account and pages is governed by Article 27(2).

2. The Customer must not post within the Service any link that may be construed as defamatory, obscene or criminal, or as infringing the rights of others.

3. The Company does not pre-filter, edit, re-post or strictly review posts, and posts reflect only the personal views of the person who posted them and not those of the Company, its agents or its affiliates. To the extent permitted by Applicable Law, the Company is not liable for any liability, damage or expense arising from any post or from the use, posting or display of any post.

4. However, the Company reserves the right to monitor posts and to remove any post that it considers inappropriate, offensive or in breach of these Terms.

5. The Customer represents and warrants that:

(a) it has the right to post the posts and has obtained all licenses and consents necessary to do so;

(b) the posts do not infringe any intellectual property rights, including copyrights, patents and trademarks, of morningmate or any third party;

(c) the posts do not contain any unlawful material that is defamatory, insulting or obscene or that invades privacy; and

(d) the posts will not be used for solicitation or promotion, commercial activities or unlawful acts.

Article 29 (Intellectual Property Rights and License)

1. Unless otherwise specified, intellectual property rights in all materials relating to morningmate (meaning software, the interfaces and designs of applications and websites, text, compilations, informational documents, photographs, illustrations, audio and video materials, artwork, graphics, names, logos, trademarks and service marks, and related works and technology, but excluding Customer Data) are vested in the Provider and the Operator, and all rights are reserved.

2. Notwithstanding paragraph 1, intellectual property rights in certain global marketing materials are held solely by the Operator (MADRAS CHECK GLOBAL). Separately from intellectual property rights, the Operator holds the right to act as sales agent for the product.

3. Under these Terms, the Company grants the Customer only a non-exclusive, non-transferable and revocable license to use the Service.

4. The Customer must not engage in any of the following acts:

(a) republishing any materials or information of morningmate;

(b) selling, renting or sub-licensing any account or materials of morningmate;

(c) reproducing or copying any proprietary materials of morningmate; or

(d) redistributing any content of morningmate.

5. Rights in, and responsibility for, the posts and materials posted by the Customer on the Service ("Customer Content") belong to the Customer that posted them. The Company holds a non-exclusive license to use Customer Content to the extent necessary to operate the Service, including for the provision, storage, backup, display, transmission, indexing and search functions of the Service, and will not use Customer Content for commercial purposes without the Customer's consent.

6. Feedback. If the Customer provides the Company with suggestions, ideas or feedback regarding improvements to the Service, the Company may use them freely and without compensation.

Article 30 (Compliance with Export Control and Economic Sanctions)

1. The Customer represents and warrants that its use of the Service complies with all applicable export control and economic sanctions laws, including the Foreign Trade Act of the Republic of Korea, the U.S. Export Administration Regulations (EAR), the regulations of the U.S. Office of Foreign Assets Control (OFAC), and the sanctions laws of the EU and the UN.

2. The Customer represents and warrants that it is not:

(a) a person located in, or controlled by the government of, a sanctioned country or region; or

(b) a person listed on a sanctions list (such as the OFAC SDN List or the EU Consolidated List), or a person owned or controlled by such a person.

3. The Customer must not use the Service for the development of weapons of mass destruction, for military end uses prohibited by Applicable Law, or for any other use prohibited by Applicable Law.

4. If the Company reasonably determines that the Customer has breached, or is likely to breach, this Article, the Company may immediately suspend the provision of the Service or terminate the Agreement without prior notice, and will not be liable for any damage resulting therefrom.

Article 31 (Force Majeure)

Neither the Company nor the Customer will be liable for any failure to perform its obligations under these Terms due to causes beyond its reasonable control, such as natural disasters, war, civil war, terrorism, riots, epidemics and resulting government measures, national emergencies, government orders or regulations, suspension of services by facilities-based telecommunications carriers, power outages, cyberattacks and computer viruses, or strikes. However, this does not apply to payment obligations.

Article 32 (Governing Law and Dispute Resolution)

1. These Terms and the use of the Service are governed by the laws of the Republic of Korea (excluding its conflict of laws rules), and the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

2. The Company and the Customer will endeavor to resolve amicably any dispute arising in connection with the Service, and will undergo a consultation period of 30 days from the date on which either party notifies the other in writing of the dispute.

3. Any dispute not resolved through the consultation under the preceding paragraph will be finally resolved by arbitration under the International Arbitration Rules of the Korean Commercial Arbitration Board (KCAB). The seat of arbitration will be Seoul, Republic of Korea, there will be one arbitrator, and the language of the arbitration will be English. The arbitral award will be final and binding on both parties and may be enforced in any court of competent jurisdiction.

4. Notwithstanding paragraph 3, if mandatory provisions of Applicable Law that apply to the Customer guarantee a particular jurisdiction or dispute resolution procedure, those provisions prevail.

5. To the extent permitted by Applicable Law, the parties waive the right to participate in class actions and class arbitrations.

6. Notwithstanding paragraph 3, either party may apply to a court of competent jurisdiction for interim measures such as injunctions where necessary to protect intellectual property rights, trade secrets or confidential information, or to urgently preserve its rights.

7. This Article does not limit the right of data subjects to lodge a complaint with a supervisory authority or to seek judicial remedies in accordance with Applicable Law, nor does it limit the right of a Customer treated as a consumer under Applicable Law to bring an action before the competent court guaranteed under that law.

Article 33 (AI Services Data Policy)

1. The Company will not use Customer Data, the Customer's personal data, or data obtained through APIs to train artificial intelligence models, and does not acquire any right or license in such data for that purpose.

2. The artificial intelligence models used in the AI Services may be updated or changed by the Company or third-party AI providers independently of Customer Data, and outputs may vary accordingly.

3. The Company may use data collected in connection with the use of the AI Services for the purpose of improving the quality of the Service only in the following cases. Even in such cases, the Company will not use such data to train artificial intelligence models, in accordance with paragraph 1.

(a) Where the Customer provides positive or negative feedback on AI outputs

(b) Where the Customer gives its express permission

4. Where the Company transmits Customer Data to a third-party AI provider to provide the AI Services, the Company will ensure, by contract, through the provider's terms, or through settings, that the provider does not use such data to train artificial intelligence models.

Article 34 (AI Services Usage Limits and Fees)

1. The AI Services operate on the basis of monthly included credits for each Plan, with credits deducted at different rates depending on the task. If the Company changes the deduction rates to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

2. Once the monthly included credits have been used up, the Customer may continue to use the AI Services by purchasing Add-on Credit Packs or by switching to a higher-tier Plan.

3. The scope of the AI Services, the supported languages and the available models may differ by country or region.

Article 35 (Fair Use of AI Services)

1. If any of the following abnormal usage patterns is detected, the Company may temporarily restrict or block use after giving prior notice:

(a) Excessively frequent API calls

(b) Large volumes of automated requests within a short period

(c) Abnormal usage patterns that place a load on the system

(d) Abuse for large-scale data processing for commercial purposes

2. The Company may impose technical limits, such as rate limits, to ensure the stability of the Service.

3. If abnormal use is identified, the Company may request the Customer to adjust its usage pattern, and the Customer must cooperate with that request.

4. If the Customer repeatedly continues abnormal use without justifiable reason, the Company may restrict the account's use of the AI Services in stages.

5. If the Company changes the criteria in this Article to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

Article 36 (AI Services Inputs and Outputs)

1. The Customer may provide inputs to the AI Services for processing and may use the outputs that the AI Services generate and return based on those inputs.

2. Inputs and outputs in the use of the AI Services are deemed Customer Data, and the Customer is solely responsible for their development, content, operation, maintenance and use.

3. The Customer must ensure that inputs to and outputs from the AI Services do not violate:

(a) Applicable Law;

(b) these Terms; or

(c) the rights of the Company or any third party.

4. Due to the nature of machine learning, outputs may not be unique, and outputs identical or similar to those of the Company or third parties may be generated.

5. Labeling of AI-Generated Content. To the extent required by Applicable Law (including Article 50 of the EU AI Act), the Company will inform users that they are interacting with an artificial intelligence system and will apply machine-readable markings or other measures required by Applicable Law to synthetic audio, image, video or text content generated or manipulated by the AI Services, identifying such content as artificially generated or manipulated. The Customer must not remove or alter such markings and, when publishing outputs subject to disclosure obligations under Applicable Law (such as deepfakes), must comply with those obligations.

6. High-Risk Uses. The AI Services are not designed or provided for high-risk uses as set out in Annex III of the EU AI Act (such as recruitment, decisions affecting employment relationships including promotion and termination, task allocation, evaluation and monitoring of workers' performance and behavior, and creditworthiness assessment), and the Customer must not use the AI Services for such uses without a separate written agreement with the Company. Even where the AI Services are used for such purposes under a separate agreement with the Company, the Customer must itself fulfill the obligations it bears as a deployer or otherwise under Applicable Law (such as human oversight and notification of workers). The Company is not liable for any damage arising from the Customer's use of the AI Services in breach of this paragraph.

Article 37 (Restrictions on Use of AI Services)

The Customer must not use the AI Services or outputs in any of the following ways:

1. To develop foundation models or large-scale models that compete with the Company or the AI Services

2. To mislead others into believing that outputs of the Service were generated entirely by humans

3. To generate illegal content such as spam

4. In a manner that violates the technical documentation or usage guidelines

5. For purposes prohibited by Applicable Law (including regulations relating to artificial intelligence such as the EU AI Act)

Article 38 (AI Services Disclaimer)

1. The Company makes no warranty of any kind regarding the results that may be obtained from the use of the AI Services.

2. Materials or data obtained through the AI Services are used at the Customer's own responsibility.

3. The Customer must not rely on factual assertions in outputs without independently verifying them.

4. Outputs that appear correct may in fact contain errors.

5. The AI Services may not be able to retrieve information dynamically, and outputs may not reflect events or changes in facts that occurred after the AI model was trained.

6. The Company does not guarantee the availability or response speed of the AI Services and is not liable for any interruption of the AI Services caused by failures of third-party services.

Article 39 (Precautions When Entering Personal Data)

1. The Customer must minimize the entry of unnecessary personal data into the AI Services and, where it processes personal data of Members or third parties through the AI Services, must obtain lawful authority to process such data.

2. Because legal liability may arise under Applicable Law if personal data is deemed to have been provided to a third party without the data subject's consent, the Customer must confirm a lawful basis for processing before entering personal data.

3. The Company's Privacy Policy applies to the processing of personal data processed through integration features (integrations with external services such as MCP and OAuth).

4. The Customer bears all legal liability arising from entering personal data without obtaining the lawful authority or consent referred to in paragraph 1.

Article 40 (Processing of Personal Data in AI Services)

1. The processing of personal data in the use of the AI Services is governed by these Terms together with the Company's Privacy Policy.

2. Due to the nature of the AI Services, data entered by the Customer may be transmitted to and processed by third-party AI providers. The third-party AI providers are described in the Company's Privacy Policy.

3. The Company processes personal data as set out in the Privacy Policy and, where separate consent is required under Applicable Law, will obtain such consent from the Customer.

Article 41 (Compliance with Third-Party AI Service Policies)

When using the AI Services, the Customer must comply with the usage policies of each of the following AI providers:

Each AI provider's policies may be changed by that provider, and the Company will post links to each policy on the Service website. Third-party AI providers that process Customer Data are listed in Annex 3 of the DPA.

Article 42 (Language)

1. The English version of these Terms is the original, and the Company may provide translations in Korean, Japanese, Spanish and other languages for the Customer's convenience.

2. In the event of any inconsistency between the English version and a translation, the English version prevails. However, where the law applicable to the Customer mandates that a particular language version prevails, that law governs.

3. Notices from the Company to the Customer and from the Customer to the Company may be given in English, and may also be given in any language supported by the Company.

Article 43 (Special Terms for the Wiki Service)

1. Definitions

(a) "Wiki" means the block-based knowledge management service provided by the Company.

(b) "Wiki Documents" means all documents, pages, attachments, comments and metadata created and stored by Members through the Wiki.

(c) "Company Library" means the official Wiki folder shared across an entire Workspace.

(d) "Templates" means Wiki Document formats curated and provided by the Company.

(e) "AI Agent" means all artificial intelligence-based assistance features provided within the Wiki (such as summarization, search, autocompletion and knowledge recommendations).

2. Ownership of and Rights in Wiki Content

(a) Copyright in and ownership of Wiki Documents created by the Customer in the Wiki belong to the Customer that created them or to the Workspace to which the relevant Member belongs.

(b) The Company holds a non-exclusive license to process, store and reproduce Wiki Documents to the extent necessary for normal operations, such as providing the Service, backup, display, indexing and search.

(c) The Company will not use Wiki Documents for commercial purposes without the Customer's prior consent and, in accordance with Article 33(1), will not use them to train artificial intelligence models.

(d) Wiki Documents created by Members within a Workspace may be shared with, viewed by and edited by other Members in accordance with the Administrator policies of that Workspace.

3. Data Retention and Deletion

(a) Wiki Documents are retained within the Service until the Customer expressly requests their deletion.

(b) If a Member deletes a Wiki Document, it is moved to the trash, retained for 30 days, and then automatically and permanently deleted.

(c) When a Workspace-level Free Trial ends, the Wiki Documents of any Workspace for which payment has not been made are retained in separate storage (cold storage) for 90 days and then permanently deleted.

(d) Upon termination of the Service, the handling of Wiki Documents is governed by Articles 18 and 23 of these Terms and the Privacy Policy.

(e) The Customer is responsible for separately backing up and exporting Wiki Documents in advance, and the Company is not liable, in accordance with Article 14 of these Terms, for any data loss due to causes not attributable to the Company.

4. Sharing and External Access

(a) The Customer may share Wiki Documents by link with third parties outside the Workspace ("External Users").

(b) When sharing externally, the Customer bears full responsibility for all matters, including the appropriateness of the recipients and the extent of information exposure.

(c) The Company is not liable for any information leakage, disputes, legal liability or the like arising from Wiki Documents shared externally by the Customer.

(d) Workspace Administrators may restrict external sharing permissions or make external sharing subject to approval, and such policies are configured through the Administrator features provided by the Company.

5. Templates

(a) Templates are official formats curated and provided by the Company and are made available to all Workspaces in common.

(b) Copyright in Wiki Documents created by the Customer using Templates belongs as set out in paragraph 2(a) of this Article.

6. AI Agent

(a) The general policies for the AI Agent are governed by Articles 33 to 41 of these Terms (provisions relating to the AI Services).

(b) The AI Agent uses Wiki Documents created by the Customer as input data to provide features such as summarization, search and recommendations. However, in accordance with Article 33(1), such Wiki Documents will not be used to train artificial intelligence models.

(c) The Company does not warrant the accuracy or completeness of outputs generated by the AI Agent, and the Customer is responsible for independently verifying outputs before using them.

(d) The AI Agent may provide integrated search and summarization in conjunction with data from other services within the Workspace (such as Teams, Projects and Drive), and in doing so will comply with the permission model within the Workspace.

7. Data Migration

(a) The Company may, for the Customer's convenience, provide features for importing data from external wiki tools.

(b) In the course of importing external data, some of the format, structure or content of the original data may be converted or lost, and the Company does not warrant the completeness of the conversion results.

(c) When the Customer imports external data, the Customer is solely responsible for securing the legal rights to that data, such as copyright and rights of use.

8. Prohibited Conduct

In using the Wiki, Members must not engage in any of the following conduct, in addition to the matters set out in Article 25 (Customer Obligations) of these Terms:

(a) Posting in Wiki Documents, without authorization, the copyrighted works, trade secrets, personal data or the like of others

(b) Circumventing Workspace security policies to access information without authorization

(c) Abusing the Wiki's automation features (such as APIs and bots) in a way that places a load on the system

(d) Using the external sharing feature to distribute content that infringes the rights of the Company or any third party

Article 44 (Special Terms for the Drive Service)

1. Definitions

(a) "Drive" means the file storage, sharing and management service provided by the Company.

(b) "Files" means all files and folders uploaded to or created in Drive by the Customer or Members, together with their version history, attachment information and metadata.

(c) "Shared Link" means a URL generated by the Customer through Drive to grant access to a specific File.

(d) "Shared Files" means the area in which the Customer views Files shared with it by other Workspaces or External Users.

(e) "External User" means a person who does not belong to the Customer's Workspace and accesses Files through a Shared Link.

2. Ownership of and Rights in Files

(a) Copyright in and ownership of Files stored in Drive by the Customer or Members belong to the Customer that stored the relevant Files or to the Workspace to which the relevant Member belongs.

(b) The Company holds a non-exclusive license to process, store and reproduce Files to the extent necessary for normal operations, such as providing the Service, storage, backup, display, preview conversion, indexing and search.

(c) The Company will not use Files for commercial purposes without the Customer's prior consent and, in accordance with Article 33(1), will not use them to train artificial intelligence models.

(d) Files stored by Members within a Workspace may be shared with, viewed by and edited by other Members in accordance with the permission policies of that Workspace.

3. Retention and Deletion

(a) Files are retained within the Service until the Customer or a Member requests their deletion.

(b) If a Member deletes a File, it is moved to the trash. The Customer may restore the File from the trash.

(c) The Company retains the change history of Files to the extent determined by the Company, and the Customer may restore a File to a specific point in time from the retained history. The scope of retention may differ depending on the Plan.

(d) If the Company changes the criteria for items (b) and (c) of this paragraph to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

(e) When a Workspace-level Free Trial ends, the Files of any Workspace for which payment has not been made are retained in separate storage for 14 days and then permanently deleted.

(f) Upon termination of the Service, the handling of Files is governed by Articles 18 and 23 of these Terms and the Privacy Policy.

(g) The Customer is responsible for separately backing up or downloading Files in advance, and the Company is not liable, in accordance with Article 14 of these Terms, for any data loss due to causes not attributable to the Company.

4. Shared Links

(a) The Customer may generate a Shared Link for a File and share that File with External Users outside the Workspace.

(b) The method of generating Shared Links, the number of links that may be generated per File, and the available levels of access scope are subject to the criteria set by the Company. The Customer may set the access scope of a generated link by selecting from the levels provided by the Company, and may change it or deactivate the link at any time.

(c) The availability and scope of additional options for Shared Links, such as setting an expiration period, setting a password and restricting downloads, may differ depending on the Plan and the scope of features determined by the Company.

(d) If the Company changes the criteria for items (b) and (c) of this paragraph to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

(e) Access Requests. If a person without access permission for a Shared Link requests access, a Member with permissions for the File may approve or reject the request. A Member who approves a request is responsible for the extent of information exposure resulting from the approval.

(f) When sharing externally, the Customer bears full responsibility for all matters, including the appropriateness of the recipients, the extent of information exposure and the sharing period.

(g) The Company is not liable for any information leakage, disputes, legal liability or the like arising from Files shared externally by the Customer.

(h) Workspace Administrators may restrict Members' external sharing permissions or make external sharing subject to approval, and such policies are configured through the Administrator features provided by the Company.

(i) If the Company determines that a Shared Link is being used in any of the following ways, the Company may deactivate the link after giving prior notice. However, where urgent action is required, the Company may give notice after the fact.

(i) Distribution of content that infringes the rights of third parties

(ii) Mass distribution to an unspecified number of people that places an excessive load on the Service

(iii) Any other conduct that violates Article 25 of these Terms

5. Guests and Files Shared with the Customer

(a) Ownership of Files uploaded by a Guest to the Customer's Workspace belongs to that Workspace, and the storage they use is deducted from that Workspace's Storage Capacity.

(b) The Customer is responsible for managing the scope of Guests' uploads through the invitation of Guests and the grant of access permissions to them.

(c) The Company may impose limits on the size or volume of Files that Guests may upload to ensure the stable operation of the Service and, if the Company changes those limits to the Customer's disadvantage, will announce the change in advance in accordance with Article 3.

(d) Even if a Guest's access permissions end, Files uploaded by the Guest continue to be retained in the relevant Workspace.

(e) The Customer may view Files shared with it by other Workspaces through Shared Files, and ownership of and the right to delete such Files rest with the Workspace holding the originals. If an original is deleted or sharing is revoked, the Customer will no longer be able to access that File.

6. Previews and File Conversion

(a) The Company may, for the Customer's convenience, provide file preview, document conversion and thumbnail generation features.

(b) The range of file formats supported for previews is determined by the Company and may change for technical reasons.

(c) The Company does not warrant that conversion or preview results will display identically to the original, and where accurate verification is required, the Customer must download and check the original File.

7. AI Agent Integration

(a) The general policies for the AI Agent are governed by Articles 33 to 41 of these Terms.

(b) The AI Agent may use the names, body content and metadata of Files stored in Drive as input data to provide features such as search, summarization and recommendations, and in doing so will comply with the permission model within the Workspace.

(c) The Company will not use Files to train artificial intelligence models, as set out in Article 33(1).

(d) The Company does not warrant the accuracy or completeness of outputs generated by the AI Agent based on Files, and the Customer is responsible for independently verifying outputs before using them.

8. Data Migration

(a) The Company may, for the Customer's convenience, provide features for importing Files from external storage services.

(b) In the course of importing, some of the format, folder structure, sharing settings or version history of the original files may be converted or lost, and the Company does not warrant the completeness of the conversion results.

(c) When the Customer imports external data, the Customer is solely responsible for securing the legal rights to that data, such as copyright and rights of use.

9. Prohibited Conduct

In using Drive, Members must not engage in any of the following conduct, in addition to the matters set out in Article 25 of these Terms:

(a) Uploading or sharing Files that contain, without authorization, the copyrighted works, trade secrets, personal data or the like of others

(b) Uploading or distributing Files that contain malware, viruses or other similar harmful elements

(c) Using Drive merely as a means of file distribution or hosting unrelated to business purposes

(d) Using Shared Links to distribute Files to an unspecified number of people or to consume excessive bandwidth

(e) Performing large volumes of uploads or downloads using automated means such as APIs or bots in a way that places a load on the system

(f) Circumventing Workspace security policies to access Files without authorization

10. Fair Use and Technical Limits

(a) The Company may impose technical limits on matters such as Shared Link transfer volume, the number of File downloads, upload frequency and the number of concurrent connections to ensure the stable operation of the Service.

(b) If the Company changes the criteria for determining the conduct described in paragraph 9(c) and (d) of this Article or the technical limits under item (a) of this paragraph to the Customer's disadvantage, the Company will announce the change in advance in accordance with Article 3.

(c) If abnormal use is identified, the Company may request the Customer to adjust its usage pattern, and the Customer must cooperate with that request.

(d) If the Customer repeatedly continues abnormal use without justifiable reason, the Company may restrict the relevant Workspace's use of the sharing features or of Drive in stages.

(e) Before applying any restriction under this paragraph, the Company will notify the Customer of the reasons for and details of the measure. However, if an immediate threat to the stability of the Service as a whole arises, the Company may give notice without delay after taking the measure.

11. Reporting and Handling of Rights Infringement

(a) A third party who believes that a File stored or shared in Drive infringes its rights may request deletion of, or blocking of access to, that File in accordance with the procedure specified by the Company (support@morningmate.com).

(b) The Company will review the request and, if it determines that the infringement has been substantiated, may block access to the relevant File or deactivate the Shared Link, and will notify the Customer that stored the File accordingly.

(c) A Customer that receives such notice may file an objection in accordance with the procedure determined by the Company, and if the Company finds the objection to be justified, it will lift the measure.

(d) The Company is not liable for any damage incurred by the Customer or a third party in connection with measures taken under this paragraph unless caused by the Company's willful misconduct or gross negligence.

(e) If the same Customer or Member is found to have repeatedly infringed the rights of third parties, the Company may restrict the use of the relevant account or terminate the Agreement.

(f) When taking any measure under this paragraph, the Company will inform the Customer of the reasons for the measure and how to object, as required by Applicable Law (including the EU Digital Services Act).

Article 45 (General Provisions)

1. Assignment. The Customer may not assign its position or its rights and obligations under these Terms to any third party without the Company's prior written consent. The Company may assign its position under these Terms to a successor in the event of a merger, demerger, business transfer or similar transaction.

2. Severability. If any provision of these Terms is held to be invalid or unenforceable, the validity of the remaining provisions will not be affected.

3. No Waiver. A party's failure to exercise any right under these Terms will not be deemed a waiver of that right.

4. Entire Agreement. Unless there is a separate written agreement, these Terms constitute the entire agreement between the parties regarding the use of the Service and supersede all prior oral or written agreements (including the morningmate Terms of Service dated July 4, 2022). However, this paragraph does not limit liability for fraud or fraudulent misrepresentation.

5. Independent Parties. These Terms do not create any agency, partnership, joint venture or employment relationship between the parties.

Addendum (Supplementary Provisions)

1. These Terms take effect on November 1, 2026 and supersede the morningmate Terms of Service dated July 4, 2022.

2. At least 31 days before these Terms take effect, the Company will post the full text of the revised Terms on the Service website and applications and will notify the Customer of the effective date and the principal changes by the email address registered by the Customer.

3. Plan Pricing for New Customers. Actual billing of Plan fees for new customers under these Terms will begin on November 1, 2026. No fees will be charged for any period before that date.

4. Transitional Provision for Existing Customers. For existing customers with a paid subscription at the time these Terms take effect, the Plan change criteria and refund criteria of the previous terms will continue to apply until the current Subscription Term expires, and Article 20(6) (Plan Changes) and Article 23 (Termination and Refunds) of these Terms will apply from the time of renewal. Because these Terms do not provide refunds for mid-term termination of annual subscriptions or for downgrades, the Company will expressly notify customers of these changes in the renewal notice.

5. Transitional Provision for Japan. For customers in Japan, all features of the Service will be provided without restriction, regardless of Plan, until the partner's schedule is finalized. Once the partner's schedule is finalized, the Company will announce the date from which fees will apply at least 31 days in advance.

6. Customers and Guests who have been using the Service free of charge since before these Terms take effect are subject to separate guidance provided by the Company.

7. Transitional Provision for Existing Shared Links. The access scope and additional options of Shared Links generated before these Terms take effect will be transitioned to the criteria under Article 44(4) as separately notified by the Company.

(a) The Company will notify the Member who generated a link in advance of the transition date and the settings that will apply after the transition.

(b) The Company will ensure that the transition does not broaden the access scope of any File or extend its exposure period beyond what applied previously. Where such a transition is unavoidable, the Company will notify the Member who generated the link individually in advance and give that Member a period in which to adjust the access scope or deactivate the link before the transition.

(c) If the Member takes no action within the period referred to in item (b), the Company will transition the link to settings that are the same as or more restrictive than the previous settings.

8. Data Processing Addendum. The DPA referred to in Article 7(4) applies from the effective date of these Terms, and the Company will post it together with these Terms.

Date of Announcement: October 1, 2026

Effective Date: November 1, 2026

Contact: support@morningmate.com

View previous Terms of Service