Terms and Conditions (Seller)

Article 1 Purpose

The purpose of these Terms and Conditions is to set out the legal relations between MADSquare Inc. (hereafter referred to as the “Company”) and Sales members with content on the Company’s e-commerce website Charis.

Article 2 Definition

  1. ① 'Program' refers to the Company's partnership marketing program that utilizes a joint marketing technique that shares profits proportionate to performance in the form of bonuses.
  2. ② 'Company' refers to the body that recruits Providers to sell products through the Charis service, compiles reports, measurements and proxy charges for performance resulting in the connection between Sales members and buyers, and accepts compensation for such activities from providers.
  3. ③ 'Sales member' refers to the individual that publishes reviews on products they receive from Providers on their websites and links back to the related Charis sales page, receiving a bonus from the Company based on the link's performance.
  4. ④ 'Provider' refers to the body that provides products to Sales members for reviews and links to their Charis sales page, and provides payment for sales that result from these links.
  5. ⑤ 'Cancellation process' refers to the process that manages online sales cancellations, payment failures and product returns.
  6. ⑥ 'Bonus' refers to the monetary payment Sales members earn by increasing sales of products on Charis through the URLs they are given by companies.
  7. ⑦ 'Contract Terms and Conditions' refer to the Terms and Conditions of bonus payments registered by Providers to the Company to work with Sales members.
  8. ⑧ 'Confirmed payment' refers to the confirmed bonus reported by the Company's accounting system.

Article 3 Membership application and use procedure

  1. ① The 'Sales member' can apply for membership on Charis’ website by providing their personal information, website information (website name, URL, website explanation, member count, website category etc) and personal bank account information.
  2. ② After checking the products and bonus payments of each Provider, the Sales member can request partnerships with companies for products they wish to use and write reviews for.
  3. ③ The Company will notify Sales members of any changes to the Provider’s bonus system through the website or by e-mail.
  4. ④ 'Sales members' will conduct their advertising and sales activities in a manner that complies with the Company’s regulations.
  5. ⑤ Sales members will receive bonus payments to their listed bank accounts in accordance with Charis’ service policy.

Article 4 Validity and Term

  1. ① These Terms and Conditions become effective once the Sales member agrees to it during the membership application process, and the Company approves of the Sales member’s membership.
  2. ② This contract’s validity will be maintained indefinitely unless the Company or Sales member requests a change in or termination of the contract.

Article 5 Rights

  1. ① The 'Sales member may choose and request products they wish to advertise.
  2. ② The 'Sales member may sell the product they receive by creating review content (YouTube video, image content etc), and using the URL provided to them by the Company.
  3. ③ The 'Sales member will receive necessary overall information from the Company, and may request confirmation and payment for bonuses they’ve accrued.
  4. ④ The Company may change service content and regulations for program management purposes.
  5. ⑤ Charis, the e-commerce website provided by the Company, holds copyright claims to all information listed on the website, including product-related text, images, video content, magazine articles and videos. The sharing of content on Charis by users and buyers is encouraged. However, there may be legal restrictions in the following instances.
    • - In the case of a user sharing, editing or reusing content other than that designated by the Company
    • - In the case of a user editing, deleting or re-editing content outside of the sharing region designated by the Company
    • - In the case of a user downloading or unauthorized distribution outside of the sharing region designated by the Company
    • - In the case of a user editing content and posting or sharing pornography instead
    • - In the case of a user capitalizing or advertising outside of the limits designated by the Company
    • - In the case of a user spreading baseless rumors regarding Company content, content creators or cast.
  6. ⑥ Members hold the copyright claims to all reviews and other content they created.
  7. ⑦ In accordance with Article 20 Clause 2 of related E-commerce laws, the Company may provide buyers with the option of viewing information on Sales members, and Sales members are responsible for all situations that may arise from incomplete or incorrect information.

Article 6 Responsibilities

  1. ① The Company will notify members of changes to the program operating system or contract terms through an official notification on the program, or by physical or digital mail.
  2. ② The 'Sales member' must immediately update their information on Charis if any listed information is changed, and the Company holds no responsibility for damages and losses incurred due to a failure to do so.
  3. ③ If a 'Sales member' has an objection to the Company’s notification, they may request a consultation to resolve the issue, and the Company reserves the right to infer that the Sales member has accepted the notifications if there are no objections.
  4. ④ The Company and 'Sales member' must not provide or leak information accrued during their transactions to third parties without consent, and are responsible for any legal and criminal ramifications for doing so.

Article 7 Bonus confirmation and payment

  1. ① Bonus payments will be based on the Company’s accounting system.
  2. ② Aggregate breakdowns of Bonus payments will be based on data collected by the Company’s accounting system.
  3. ③ Bonus accumulation will be on a monthly basis and will be confirmed at the end of the month after buyer cancellations are reflected. However, cancellations made after the confirmation date will be reflected in the next month’s payment.
  4. ④ Bonus payments will be made at the end of the month on the date decided on the bonus application form or tax invoice, which is enforced under an agreement made between related parties.

Article 8 Changes in Service

  1. ① These Terms and Conditions may be changed based on a written or e-mail agreement by related parties.
  2. ② Objections may be raised regarding changes to the Terms and Conditions, which will be resolved on an individual basis, but no settlements can be made after the implementation date.

Article 9 Efficacy of Notification

  1. ① If the Company sends notifications to 'Sales members' to their registered addresses (physical mail, e-mail etc), the Company holds the right to assume that the notifications were received within the normal delivery period.
  2. ② 'Sales members' are responsible for confirming receipt of e-mails, and the Company relinquishes all responsibilities once the e-mail is sent.

Article 10 Cancellation and Termination

  1. ① Termination takes place if the member submits an application to no longer extend the contract, and will be carried out by the Company in the form of deleting one’s membership.
  2. ② The Company reserves the right to unilaterally terminate the membership of a 'Sales member' for the following reasons. However, if any damages or losses are incurred due to the following reasons, the 'Sales member' must take full responsibility and compensate the Company accordingly.
    • - In the case of information showing a failure to pay national and local taxes, bankruptcy, and company consolidation.
    • - In the case of cheques and promissory note issues or obtained by the individual are found to be bad cheques or are blocked.
    • - In the case of a court ruling being made to detain the individual or their personal property.
    • - In the case of an individual relinquishing part or all of their contractual rights to a third party without permission.
    • - In the case of unfair advertising and sales practices such as provided false information.
    • - In the case of it being deemed that the Sales member is not a suitable fit for Charis’ program according to the Terms and Condition.
  3. ③ The Company reserves the rights to temporarily halt the program for the following reasons related to program management.
    • - In the unavoidable case of maintenance and repair of service software and facilities.
    • - Other unavoidable situations.

Article 11 Exemption from responsibility clause

  1. ① The Company is not responsible for providing services in circumstances in which it is not possible, such as during natural disasters or other unavoidable situations.
  2. ② The Company is not responsible for service failures that occur due to reasons attributable to Sales members.
  3. ③ The Company is not responsible for any information not published by the Company itself, including the validity and accuracy of all information listed by Sales members on the service.
  4. ④ The Company does not guarantee a minimum payment for Sales members.
  5. ⑤ The Company is not responsible for any unfair or illegal actions taken by Sales members or website visitors.

Article 12 Illegal advertisement

The Company has the right to hold or reduce Bonus payments if a 'Sales member' utilizes advertisements and sales practices that do not comply with the Company’s advertising and sales practice regulations (Attacks, hacking, false advertisement, fraudulent (unauthorized and unrecognized) distribution, similar domains etc).

Article 13 Compensation for losses

  1. ① If damages and losses are incurred through a violation of these Terms and Conditions, the affected party must receive direct and substantive compensation.
  2. ② If a sales member hinders the Company’s business practices, they are responsible for compensating the company for all physical and monetary damages and losses that are incurred.

Article 14 Dispute resolution

  • ① Additional and supplementary agreements made in conjunction with these Terms and Conditions hold equal validity with these Terms and Conditions, and if there is conflicting information, the most recently updated document will be considered.
  • ② The Terms and Conditions and related laws will be upheld under Korean legislation, and if a dispute cannot be resolved through a settlement, the case will be submitted to the Seoul District Courts for a final ruling.

Article 15 Construction

Components not explicitly stated within these Terms and Conditions will be in accordance with the Republic of Korea’s Telecommunication Framework Act, Telecommunications Business Act and other related laws.

Article 16 Supplementary provision

This contract will be implemented from 2016.05.09.