Terms of Service

1. Introduction

1.1 Who we are

These Terms of Service ("Terms") are a binding agreement between you ("you" or "User") and NNT Inc. (주식회사 엔엔티), a corporation incorporated under the laws of the Republic of Korea, business registration number 710-81-02050, mail-order business registration number 2023-Seoul Gangnam-02286, with its registered office at 13F, D&O Building, 2621 Nambusunhwan-ro, Gangnam-gu, Seoul 06267, Republic of Korea ("Company", "we", "us", or "our").

In these Terms, "Services" means the GRYYD platform accessible at https://www.gryyd.ai and any related software, websites, APIs, mobile applications, and features we provide, including without limitation AI-powered advertising creative generation, asset management, and creative performance analytics.

1.2 What GRYYD is

GRYYD is an AI-powered advertising creative platform. The Services allow performance marketers, agencies, and brand teams to:

• Upload product assets and reference images
• Generate and edit advertising creative imagery using AI (currently powered by Google Gemini and OpenAI GPT Image 2)
• Organize creative assets into workspaces, folders, and projects
• Optionally connect third-party advertising platforms (Meta Ads, Google Ads) to review the performance of their ad creatives within GRYYD

GRYYD does not place, manage, or modify advertising campaigns on third-party platforms. Third-party integrations are read-only.

1.3 Acceptance

By creating an account, accessing, or using the Services in any manner, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Services.

1.4 Changes to these Terms

We may revise these Terms from time to time. When we make material changes, we will (i) update the "Last updated" date at the top, and (ii) provide notice through the Services or by email to the email address associated with your account at least fourteen (14) days before the changes take effect. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance. If you do not agree to the revised Terms, your sole remedy is to stop using the Services and close your account.

For Korean users, material changes that are disadvantageous to Users will be notified at least thirty (30) days in advance as required under Korean consumer protection law.

1.5 Order of precedence

If you have entered into a separate written agreement with us (for example, an Enterprise Agreement or a Data Processing Agreement), the terms of that separate agreement will prevail over these Terms to the extent of any conflict.

2. Eligibility & Accounts

2.1 Eligibility

To use the Services, you must:

• Be at least 18 years old, or for Users in the Republic of Korea, at least 14 years old with verifiable parental or legal guardian consent if under 18.
• Have the legal capacity to enter into binding contracts.
• Not be barred from receiving the Services under the laws of the Republic of Korea or any jurisdiction applicable to you (including U.S. sanctions lists, EU restrictive measures lists, or the export control regimes of the Republic of Korea).

We do not knowingly collect data from or provide Services to children under the applicable minimum age. If you become aware that a child has provided us with information without parental consent, please contact us at nnt.aistudio@metric-studio.com and we will take steps to delete the information.

2.2 Account registration

You may create an account by signing up with an email address and password, or by signing in with Google. You agree to:

• Provide accurate, current, and complete information when you register
• Keep your account information up to date
• Maintain the confidentiality of your credentials
• Be solely responsible for all activity that occurs under your account
• Notify us immediately at nnt.aistudio@metric-studio.com of any unauthorized access or security breach

We may refuse, suspend, or terminate any account, or require you to change your username, if your username is offensive, infringing, misleading, impersonates another person, or otherwise violates these Terms.

2.3 Workspaces

The Services are organized around Workspaces. A Workspace may be owned by an individual or by an organization. When you invite others to a Workspace or accept an invitation, you (and they) agree that the Workspace owner is the administrator of that Workspace and may manage members, content, billing, and access. If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

3. Your Content and Licenses

3.1 Definitions

• "Input" means any image, prompt, text, document, brand asset, or other material you upload, submit, or otherwise provide to the Services.
• "Output" means any image or other content generated, edited, or modified by the Services in response to your Input.
• "Your Content" means your Input and your Output together.

3.2 Ownership of Your Content

As between you and us, you retain all right, title, and interest in and to Your Content, including any intellectual property rights therein. We do not claim ownership of Your Content.

You are responsible for Your Content. You represent and warrant that:

• You own Your Input, or have all necessary rights, licenses, consents, and permissions to use it and to grant us the licenses in these Terms.
• Your Content does not violate these Terms, applicable law, or the rights of any third party (including intellectual property, privacy, publicity, and personality rights).
• For any human likeness depicted in Your Input, you have obtained the rights described in Section 4.2 below.

3.3 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, transmit, display, and process Your Content solely as necessary to provide, maintain, secure, and improve the Services for you (including by transmitting Your Content to our subprocessors listed in our Privacy Policy as required to perform the Services).

This license terminates when you delete Your Content from the Services or close your account, subject only to (i) reasonable backup retention windows described in our Privacy Policy, and (ii) legal retention obligations.

3.4 We do not use Your Content to train AI models

We do not use Your Content to train, fine-tune, or improve any AI model, whether ours or any third party's. Our AI subprocessors (currently Google Gemini via Vertex AI paid tier, and OpenAI via the paid API tier) contractually prohibit use of customer inputs and outputs for model training. See our Privacy Policy, Section 11, for details.

3.5 Output

Subject to your compliance with these Terms, you may use Output for your lawful business and personal purposes, including commercial advertising.

You understand and acknowledge that:

• Due to the nature of generative AI, Output may not be unique. Other users may receive similar or identical Output in response to similar or identical Inputs.
• Output is not guaranteed to be original, accurate, free from third-party rights, or fit for any particular purpose. You are responsible for reviewing Output before using it publicly or commercially.
• We make no representation that Output is free from third-party trademarks, copyrights, or other rights. You are responsible for clearing any rights before using Output in advertising.
• We do not claim copyright in Output to the extent permitted by applicable law, but the legal status of AI-generated content varies by jurisdiction and may be unsettled.

3.6 Feedback

If you send us suggestions, ideas, feature requests, or other feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that Feedback for any purpose, including incorporating it into the Services. You retain any rights you may have in the Feedback itself; we do not claim ownership.

4. Acceptable Use

4.1 Prohibited uses

You agree not to use the Services to create, upload, submit, generate, share, or distribute any content that:

• Violates any applicable law, regulation, or third party's rights
• Infringes any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right
• Depicts child sexual abuse material (CSAM), or sexualizes minors in any way
• Constitutes non-consensual sexual content, sexual content involving real persons without verifiable consent, or so-called "revenge" or "intimate-image" content
• Is defamatory, harassing, bullying, threatening, hateful, or that incites violence against any person or group
• Promotes self-harm, suicide, or eating disorders
• Is intended to deceive, defraud, or impersonate any person or organization, including the production of deceptive deepfakes of real persons without the consent and disclosure required by applicable law
• Constitutes spam, phishing, malware, or any other malicious code
• Misrepresents the source or sponsorship of advertising in violation of advertising laws (including the Korean Act on Fair Labeling and Advertising)
• Promotes weapons, illegal drugs, gambling in jurisdictions where prohibited, or other goods or services illegal in the User's market

You also agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the limited extent applicable law expressly permits despite this limitation
• Probe, scan, or test the vulnerability of the Services or circumvent any security or authentication measure
• Use any automated means (bots, scrapers, crawlers, etc.) to access, monitor, copy, or extract data from the Services beyond what we expressly authorize
• Resell, sublicense, or commercially redistribute the Services or access to the Services (other than the lawful use of Output as permitted in Section 3.5)
• Use the Services to develop a competing product or service
• Interfere with, disrupt, or impose unreasonable load on the Services or their infrastructure
• Use the Services in connection with any activity in which the failure of the Services could lead to death, personal injury, or environmental damage (e.g., medical devices, life support, nuclear facilities, mass transit)

4.2 Human likenesses

GRYYD is designed for product imagery. If Your Input contains a recognizable human face or other identifiable personal features, you represent and warrant that at least one of the following is true for each person depicted:

• You are the person depicted
• You have obtained the verifiable consent of the person depicted (and, for minors, of their parent or legal guardian) to use their likeness in the manner you intend to use it
• You have a lawful license, model release, or other written authorization sufficient under applicable law for the use you intend

You may not upload images of public figures, politicians, celebrities, or deceased persons for the purpose of generating advertising content depicting them, except where you have specific written authorization to do so. You may not use the Services to create deceptive deepfakes of real persons. As described in our Privacy Policy, Section 1.4, we do not perform automated face detection on uploads to enforce these rules; compliance is your responsibility.

4.3 Enforcement

We may, but are not obligated to, monitor use of the Services. If we believe in good faith that Your Content or your conduct violates these Terms, we may at our discretion (with or without notice):

• Remove or restrict access to the offending content
• Suspend or terminate your account
• Cooperate with law enforcement or other lawful inquiries
• Take any other action permitted by law

We will use commercially reasonable efforts to provide you with notice and an opportunity to cure, except where (i) the law requires immediate action, (ii) the violation poses an immediate threat to the Services or other Users, or (iii) we are prohibited from giving notice.

To report a violation of these Terms by another User, contact us at nnt.aistudio@metric-studio.com.

5. Third-Party Platform Integrations (Meta Ads, Google Ads)

5.1 Read-only access

The Services may allow you to connect third-party advertising platforms — currently Meta (Facebook/Instagram) and Google Ads — to retrieve performance data and creative assets for the ads you run on those platforms. All such integrations are read-only. We do not create, modify, pause, or delete campaigns, ads, audiences, or any other assets on third-party platforms through these integrations.

5.2 Authorization

To enable a third-party integration, you must authorize us via the platform's standard OAuth flow. You authorize us to use the access tokens issued by the platform to:

• Retrieve the list of advertising accounts you are permitted to access
• Read campaign, ad set, ad, and creative metadata
• Read aggregated performance metrics (impressions, clicks, spend, conversions, etc.)
• Read public images and post media associated with your ads

The specific data we retrieve from Meta is described in our Privacy Policy, Section 4.1.

5.3 Your responsibilities

By connecting a third-party platform, you represent and warrant that:

• You have the right and authority to grant us access to the connected account (including, where you act on behalf of clients or employers, that you have their authorization)
• Your connection and authorization comply with the third-party platform's own terms of service and developer policies (including the Meta Platform Terms and Meta Developer Data Use Policy, and Google's API Services User Data Policy)

5.4 Compliance with platform terms

Our use of platform data is governed by the relevant platform's terms in addition to these Terms. In particular:

• We comply with the Meta Platform Terms and Meta Developer Data Use Policy
• We will not use Meta data to train AI models
• We will not sell, license, or share Meta data with any third party except the subprocessors disclosed in our Privacy Policy
• You may disconnect a third-party integration at any time from your GRYYD Workspace settings or from the third-party platform itself. Disconnection deletion timing is described in our Privacy Policy, Section 4.1, and is no later than thirty (30) days after disconnection

5.5 No platform endorsement

GRYYD is not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc., its affiliates, or Google LLC. "Meta", "Facebook", "Instagram", and "Google Ads" are trademarks of their respective owners.

6. Subscriptions, Credits, and Payment

6.1 Plans and credits

The Services are offered through a combination of (a) a free Welcome Pack with a one-time credit allocation, (b) paid subscription plans (currently Starter, Pro, and Max tiers) with monthly credit allocations, and (c) one-time credit packs available for separate purchase. Subscription plans may be billed monthly or annually. Current pricing, credit allocations, and feature differences are described on our pricing page at https://www.gryyd.ai/pricing.

6.2 Billing cycle

Subscription plans renew automatically at the end of each billing cycle (monthly or annually, depending on the plan you select) at the then-current price for your plan, unless you cancel before the renewal date. You authorize us, through our payment processor described in Section 6.4, to charge your selected payment method for each renewal until you cancel.

6.3 Cancellation

You may cancel your subscription at any time from your account settings. Cancellation will take effect at the end of your current billing cycle. You will retain access to the paid features and any unused credits associated with your current cycle until the cycle ends, unless you delete your account earlier. Cancellation does not automatically trigger a refund; refunds are governed by Section 7.

6.4 Payment processor (Merchant of Record)

All payments for the Services are processed by Lemon Squeezy (Lemon Squeezy LLC), which acts as the Merchant of Record for transactions on GRYYD. This means:

• Lemon Squeezy is the seller of record on your transaction receipt
• Lemon Squeezy collects and remits applicable VAT, sales tax, and other consumption taxes based on your billing location
• Your full card number, security code (CVC/CVV), and other sensitive payment data are processed and stored by Lemon Squeezy, not by us. We receive only minimal transaction data (transaction ID, amount, card last four digits, country)
• Lemon Squeezy's own terms and privacy policy apply to the payment portion of your transaction

If you have a dispute about a charge, you may contact us at nnt.aistudio@metric-studio.com and we will work with Lemon Squeezy to investigate.

6.5 Price changes

We may change our prices from time to time. Price changes will not affect your current billing cycle. We will give you at least thirty (30) days' prior notice of any price increase that affects your renewal, by email and/or in-product notification. Your continued use after the price change takes effect constitutes acceptance of the new price.

6.6 Taxes

Prices are exclusive of taxes unless otherwise stated. Applicable taxes are calculated and collected by Lemon Squeezy at checkout based on your billing location.

6.7 Credits

Credits granted as part of a subscription expire at the end of the billing cycle and do not roll over, except as expressly stated for a specific plan. Credits provided as part of the Welcome Pack (the free one-time welcome bonus) and credits purchased as one-time credit packs do not expire while your account is active, except as required by law. Credits have no cash value, are non-transferable, and cannot be exchanged for cash except as required by law (including the refund rights in Section 7).

6.8 Late or failed payment

If a payment fails or is reversed, we may suspend your access to paid features until the charge is successfully processed. We may also limit your ability to access content created with credits associated with an unpaid charge.

7. Refunds

7.1 Korean Users — statutory right of withdrawal

If you reside in the Republic of Korea, you have a statutory right to withdraw from your purchase under Articles 17 to 18 of the Act on the Consumer Protection in Electronic Commerce (전자상거래 등에서의 소비자보호에 관한 법률), generally within seven (7) days of the purchase date. However, the statutory right of withdrawal may be limited or excluded in the following circumstances expressly permitted by Article 17 of that Act and corresponding regulations:

• Where the digital content has already been used or consumed in part (for example, where you have already used credits to generate or edit AI creative). In such cases, the right of withdrawal may be limited to unused credits and the unused portion of the subscription
• Where the subscription period has substantially progressed
• Where the goods or services are uniquely customized to you and cannot be resold

For the purposes of this Section, "use" of digital content begins when you make your first AI generation, editing, or related processing request using credits from the relevant purchase or subscription period. Until that first request is made, the right of withdrawal applies in full; after that first request, the right of withdrawal applies only to the unused portion of the credits or subscription, as described above.

To exercise your right of withdrawal, contact nnt.aistudio@metric-studio.com within the statutory period. We will process eligible refunds through Lemon Squeezy to the original payment method within the timeframe required by law.

7.2 Other Users

For Users outside the Republic of Korea, refunds are at our discretion except where applicable consumer law requires otherwise. As a general matter:

• One-time credit packs: Unused credits may be refunded within fourteen (14) days of purchase, if no credits from that pack have been used
• Monthly subscriptions: May be refunded within seven (7) days of the purchase or renewal date, if no credits from that billing cycle have been used
• Annual subscriptions: May be refunded on a pro-rated basis for unused months within thirty (30) days of the purchase or renewal date
• Once credits have been used, refunds for the used portion are generally not available

To request a refund, contact nnt.aistudio@metric-studio.com. We process approved refunds through Lemon Squeezy to the original payment method.

7.3 Mandatory consumer rights

Nothing in this Section 7 limits any non-waivable consumer right you have under the law of your country of residence (including the EU Consumer Rights Directive, UK consumer law, and the Republic of Korea's Framework Act on Consumers).

8. Intellectual Property

8.1 Our intellectual property

The Services, including all software, user interfaces, models, design, text, graphics, logos, and trademarks (other than Your Content and Output) are owned by NNT Inc. or its licensors and are protected by Korean and international intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes during the term of these Terms. This license does not include the right to:

• Resell, sublicense, or commercially redistribute the Services
• Make the Services available to third parties other than your authorized Workspace members
• Use the Services to develop a product or service that competes with the Services
• Copy, modify, or create derivative works of the Services (other than Output, which is governed by Section 3)

All rights not expressly granted to you are reserved by us.

8.2 Trademarks

"GRYYD" and "NNT", together with our associated logos, are trademarks of NNT Inc. You may not use our trademarks without our prior written consent, except for nominative fair use (for example, to factually describe that you use the Services).

8.3 Copyright complaints (DMCA-style takedown)

If you believe content available through the Services infringes your copyright, please send a notice to nnt.aistudio@metric-studio.com including:

• Identification of the copyrighted work claimed to have been infringed
• Identification of the allegedly infringing material and its location in the Services (URL or workspace path)
• Your contact information (name, address, telephone, email)
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf
• Your physical or electronic signature

We respond to valid notices in accordance with applicable Korean copyright law (including Articles 102 and 103 of the Copyright Act) and, where applicable, the U.S. Digital Millennium Copyright Act. We may remove or disable access to allegedly infringing content and, in appropriate circumstances, terminate the accounts of repeat infringers.

If you believe content you uploaded was removed in error, you may send a counter-notice to the same email with the corresponding statements.

9. Confidentiality (Enterprise and B2B Users)

Where you use the Services on behalf of an organization, the following applies:

• Your Confidential Information. Your Input, Output, and the contents of your Workspaces are your Confidential Information. We will treat them as confidential and use them only as necessary to provide the Services and as described in our Privacy Policy.
• Our Confidential Information. Non-public information about the Services, including pricing, features in development, and security practices that we share with you, is our Confidential Information. You agree to treat such information as confidential and not to disclose it to third parties without our consent.
• Standard exceptions. Confidentiality obligations do not apply to information that is or becomes publicly known through no breach of these Terms, was lawfully known before disclosure, is independently developed without use of the other party's Confidential Information, or is required to be disclosed by law or court order (with prompt notice to the other party where lawful).

Enterprise customers who require additional confidentiality, security, or data processing terms may enter into a separate written agreement with us, which will prevail over this Section to the extent of any conflict.

10. Privacy

Our collection, use, and disclosure of personal data in connection with the Services is described in our Privacy Policy. The Privacy Policy is incorporated by reference into these Terms. By using the Services, you acknowledge that your personal data will be processed as described in the Privacy Policy.

Where you process personal data of others through the Services (for example, by uploading images depicting third parties, or by connecting an advertising account that contains data about audiences), you are the controller of that personal data and we act as a processor on your behalf. If a Data Processing Agreement is required for your use, please contact nnt.aistudio@metric-studio.com.

11. Suspension and Termination

11.1 Termination by you

You may stop using the Services at any time. To delete your account, please contact nnt.aistudio@metric-studio.com. We will process your account deletion request through this single email channel in accordance with our Privacy Policy. Cancellation of a paid subscription is governed by Section 6.3.

11.2 Termination by us

We may suspend or terminate your access to the Services, or any portion of them, at any time:

• For cause (effective immediately, upon notice where lawful): if you materially breach these Terms (including the acceptable-use rules in Section 4), if your use of the Services creates legal exposure or material technical risk for us or for other Users, if you fail to pay amounts due, or if continued provision is prohibited by law
• For convenience (with at least thirty (30) days' notice to the email address on file): for any other reason

11.3 Effect of termination

Upon termination:

• Your right to access and use the Services ends
• We will delete Your Content within the timeframes described in our Privacy Policy, Section 8 ("Data Retention"), except where retention is required by law (for example, financial records under the Republic of Korea's Framework Act on National Taxes and the Act on the Consumer Protection in Electronic Commerce)
• Refunds for prepaid amounts, if any, are governed by Section 7

Sections that by their nature should survive termination — including Sections 3.5 (Output, including your right to use Outputs generated during your use of the Services), 3.6 (Feedback), 5.5 (No platform endorsement), 8 (Intellectual property, except your license to use the Services), 9 (Confidentiality), 10 (Privacy), 11.3 (this section), 12 (Disclaimers), 13 (Limitation of liability), 14 (Indemnification), 15 (Governing law and dispute resolution), and 16 (General provisions) — will survive termination.

12. Disclaimers

12.1 "As is" and "as available"

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

12.2 AI-specific disclaimers

You understand and acknowledge that:

• AI Output is generated probabilistically and may contain errors, omissions, inaccuracies, biases, or content that is inappropriate, offensive, or factually incorrect
• AI Output is not legal, financial, medical, or other professional advice, and you should not rely on it for those purposes
• AI Output may resemble or substantially reproduce content created by other Users or third parties
• We make no warranty that Output is original, free from third-party rights, or suitable for any particular use, including for use in regulated advertising contexts
• The legal status of AI-generated content (including copyrightability) is unsettled in many jurisdictions and may evolve

You are responsible for reviewing all Output before relying on or publishing it.

12.3 Third-party services

The Services may interoperate with third-party services (including Meta Ads, Google Ads, Lemon Squeezy, our cloud and AI subprocessors, and analytics providers). We are not responsible for the availability, accuracy, content, terms, or practices of any third-party service. Your use of third-party services is governed by their respective terms and privacy policies, not by these Terms.

12.4 Statutory consumer rights

Nothing in this Section 12 limits any non-waivable warranty or consumer right you have under the law of your country of residence.

13. Limitation of Liability

13.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US (OR THROUGH LEMON SQUEEZY ON OUR BEHALF) FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED FIFTY THOUSAND KOREAN WON (KRW 150,000).

13.3 Carve-outs and statutory rights

The exclusions and limitations in this Section 13 do not apply to:

• Liability that cannot be excluded or limited under applicable law (including, where applicable, liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and intentional or grossly negligent breach)
• Your indemnification obligations under Section 14
• Each party's breach of Section 9 (Confidentiality)
• Either party's infringement of the other party's intellectual property rights

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In particular, mandatory protections under the Republic of Korea's Framework Act on Consumers, the Act on the Consumer Protection in Electronic Commerce, the EU Consumer Rights Directive, and similar laws in your jurisdiction are not affected.

13.4 Basis of the bargain

You agree that the limitations of liability in this Section 13 are a material part of the bargain between you and us and that we would not provide the Services to you without them.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless NNT Inc., its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your Content (including any claim that Your Input or Your Output infringes or violates a third party's intellectual property, privacy, publicity, or other rights)
• Your violation of these Terms (including the acceptable-use rules in Section 4 and the human-likeness rules in Section 4.2)
• Your violation of any applicable law or third-party rights, including the rules of any third-party advertising platform you connect to the Services
• Your willful misconduct or gross negligence

The Indemnified Parties will (i) promptly notify you of any claim, (ii) provide you with reasonable cooperation, and (iii) allow you to control the defense and settlement of the claim, provided that you will not settle any claim without our prior written consent if the settlement imposes any obligation or admission on us. We may participate in the defense at our own expense with counsel of our choice.

This Section 14 does not apply to consumers in jurisdictions where consumer indemnification of a business is unenforceable, and is subject to mandatory protections of the Republic of Korea's Framework Act on Consumers and similar consumer protection laws.

15. Governing Law and Dispute Resolution

15.1 Governing law

These Terms and any dispute arising out of or related to these Terms or the Services are governed by the laws of the Republic of Korea, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For consumers, this choice of law does not deprive you of the protection of mandatory provisions of the law of your country of residence.

15.2 Informal resolution

Before initiating formal proceedings, you agree to first contact us at nnt.aistudio@metric-studio.com and attempt in good faith to resolve the dispute informally for a period of at least thirty (30) days.

15.3 Jurisdiction (consumers)

If you are a consumer, you may bring proceedings in the courts of your country of residence or in the courts of the Republic of Korea, at your option. We may bring proceedings against you only in the courts of your country of residence.

15.4 Jurisdiction (non-consumers)

If you are not a consumer (for example, where you use the Services on behalf of a business), you and we agree that:

• Any dispute arising out of or related to these Terms or the Services that cannot be resolved informally will be submitted to the exclusive jurisdiction of the Seoul Central District Court (서울중앙지방법원) as the court of first instance
• In the alternative, at the election of the claimant, the dispute may be submitted to binding arbitration administered by the Korean Commercial Arbitration Board (KCAB) under its International Arbitration Rules in effect at the time of filing
• The seat of arbitration will be Seoul, Republic of Korea
• The number of arbitrators will be one (1) for claims under KRW 500 million in dispute value, and three (3) for larger claims
• The language of arbitration will be English, except that exhibits in Korean may be submitted in Korean
• The arbitral award will be final and binding

15.5 No class actions

To the maximum extent permitted by applicable law, you and we agree that disputes will be resolved on an individual basis and that neither you nor we will participate in any class, collective, or representative action against the other. This Section 15.5 does not apply where prohibited by law (including in jurisdictions where mandatory collective consumer redress is available).

15.6 Injunctive relief

Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other rights that may be irreparably harmed by a breach of these Terms.

16. General Provisions

16.1 Entire agreement

These Terms, together with the Privacy Policy and any separate written agreement you have with us, constitute the entire agreement between you and us regarding the Services, and supersede any prior or contemporaneous agreements, communications, and proposals on the subject.

16.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

16.3 No waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided that the assignee assumes our obligations.

16.5 Independent contractors

You and we are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

16.6 Force majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disorder, labor disputes, governmental action, internet or telecommunications failures, and pandemics.

16.7 Electronic communications

You consent to receive communications from us electronically (by email, in-product notifications, or by posting notices in the Services). Electronic communications satisfy any legal requirement that a communication be in writing, except where applicable law expressly requires otherwise. You may withdraw consent to receive non-essential marketing emails at any time as described in our Privacy Policy.

16.8 No third-party beneficiaries

Except as expressly stated, these Terms do not create any third-party beneficiary rights.

16.9 Headings; interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".

16.10 Language

These Terms are written in English. We may provide translations for convenience. In case of any conflict between the English version and a translation, the English version controls, except where applicable consumer law requires otherwise. Korean consumers may always rely on the Korean version of any communication or contract term they have received in Korean.

17. Contact

For questions about these Terms, please contact us at:

NNT Inc. (주식회사 엔엔티)
13F, D&O Building, 2621 Nambusunhwan-ro, Gangnam-gu
Seoul 06267, Republic of Korea

Business registration number: 710-81-02050
Mail-order business registration number: 2023-Seoul Gangnam-02286
Phone: +82-70-8804-2605

Email: nnt.aistudio@metric-studio.com (Chief Privacy Officer: Sungjoon Yoon — all inquiries)