EXAONE End User License Agreement (EULA) Last Updated: 12 September, 2024 This End User License Agreement ("Agreement" or "EULA") is entered into between LG Management Development Institute Co., Ltd. ("Licensor") by the Party (defined below) subscribing to the Product (“Buyer”), whether deployed into Buyer’s Computing Environment and/or made available as SaaS Service from Licensor’s Computing Environment. The offer of Product pursuant to this Agreement, and Buyer’s purchase of the corresponding Subscription, constitutes each Party’s respective acceptance of this Agreement and their entry into this Agreement (defined below), and this Agreement will become effective on the date of Buyer’s purchase of the corresponding Subscription. Unless defined elsewhere in this Agreement, terms in initial capital letters have the meanings set forth in Section 1. Buyer and Licensor may be referred to collectively as the “Parties” or individually as a “Party”. 1. Definitions 1.1 “Affiliate” means, with respect to a Party, any entity that directly, or indirectly. 1.2 “Buyer Data” means all data, Personal Data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Product or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer. 1.3 “Buyer Materials” means any property, items or materials, including Buyer Data, furnished by Buyer to Licensor for Licensor’s use in the performance of its obligations under this Agreement. 1.4 “Buyer’s Computing Environment” means the Buyer computing environment in which Licensor authorizes use of the Subscription. 1.5 “Licensed Materials” means the Product, Documentation and any other items, materials or deliverables that Licensor provides, or is obligated to provide, as part of a Subscription. 1.6 “Personal Data” means information the Buyer Data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a natural person. 1.7 “Product” means the computer software and any associated data, content and/or services identified in the applicable Product Listing that Licensor provides or is obligated to provide as part of a Subscription, including any patches, bug fixes, corrections, remediation of security vulnerabilities, updates, upgrades, modifications, enhancements, derivative works, new releases and new versions of the foregoing that Licensor provides, or is obligated to provide, as part of the Subscription. 1.8 “Proprietary Rights” means all intellectual property and proprietary rights throughout the world, whether now known or hereinafter discovered or invented, including, without limitation, all: (a) patents and patent applications; (b) copyrights and mask work rights; (c) trade secrets; (d) trademarks; (e) rights in data and databases; and (f) analogous rights throughout the world. 1.9 “SaaS Service” means access and use of the Product, or a component of a Product, as deployed and hosted by Licensor in the Licensor’s Computing Environment, and any software and other technology provided or made accessible by Licensor in connection therewith (and not as a separate product or service) that Buyer is required or has the option to use in order to access and use the Product. 1.10 “Services” means all services and tasks that Licensor provides or is obligated to provide under this Agreement, including without limitation Support Services. 1.11 “Subscription” means a Product subscription for a specific use capacity purchased by Buyer and fulfilled by Licensor for the licensing and provision of Product, whether deployed in Buyer’s Computing Environment and/or provided as a SaaS Service through Licensor’s Computing Environment. 1.12 “User” means Buyer, its Affiliates and any person or software program or computer systems authorized by Buyer or any of its Affiliates to access and use the Product as permitted under this Agreement, including Contractors of Buyer or its Affiliates. 2. Licenses 2.1 Licensed Materials. 2.1.1 If the Subscription is for a Product or includes a component of a Product, and such Product or component is deployed in the Buyer’s Computing Environment or via a SaaS Service, the Licensor hereby grants to the Buyer, during the term of the Subscription, a nonexclusive, non-sublicensable, worldwide, nontransferable, revocable license under all Proprietary Rights in and to the Product or the applicable Product component. This license allows the Buyer to deploy, operate, and use the Product in the Buyer’s Computing Environment, or access and use the Product via the SaaS Service, and to allow its Users to access and use the Product or the applicable Product component, in accordance with the Product Listing, the usage purchased in the Subscription, and the terms and conditions of the Agreement. 2.1.2 Notwithstanding anything to the contrary in this Agreement, regardless of whether Buyer deploys the Product in Buyer’s Computing Environment or accesses the Product via the SaaS Service, Buyer may use the Product only: (a) in support of the internal operations of Buyer’s and its Affiliates’ business(es) or organization(s); (b) in connection with Buyer’s and its Affiliates’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates); and/or (c) in connection with Buyer’s and its Affiliate’s interactions with Users. 2.2 Restrictions. Except as specifically provided in this Agreement, Buyer and any other User of any Licensed Materials, in whole or in part, may not: (a) copy the Licensed Materials, in whole or in part; (b) distribute copies of Licensed Materials, in whole or in part, to any third party; (c) modify, adapt, translate, make alterations to or make derivative works based on Licensed Materials or any part thereof; (d) except as permitted by Law, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, algorithms or the underlying structure of the Product; (e) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to any part of the Licensed Materials to third parties; (f) use the Licensed Materials to act as a consultant, service bureau or application service provider; (g) permit access of any kind to the Licensed Materials to any third party or (h) Use the Licensed Materials to develop competing products or services. 3. Ethical Use 3.1 Ethical Guidelines. The Buyer shall ensure that the Product is used in an ethical and responsible manner, adhering to the following guidelines: (a) The Product shall not be used to generate, propagate, or amplify false, misleading, or harmful information, including fake news, misinformation, or disinformation; (b) The Product shall not be employed to create, distribute, or promote content that is discriminatory, harassing, defamatory, abusive, or otherwise offensive to individuals or groups based on race, gender, sexual orientation, religion, nationality, or other protected characteristics; (c) The Product shall not infringe on the rights of others, including intellectual property rights, privacy rights, or any other rights recognized by law. The Buyer shall obtain all necessary permissions and consents before using the Product in a manner that may impact the rights of third parties; or (d) The Product shall not be used in a way that causes harm, whether physical, mental, emotional, or financial, to individuals, organizations, or communities. The Buyer shall take all reasonable measures to prevent misuse or abuse of the Product that could result in harm or injury. 3.2 Implementation of Safeguards. Buyer must implement adequate technical and organizational safeguards to prevent misuse, abuse, or unauthorized access to the Product and its outputs. 4. Proprietary Rights. 4.1 Licensed Materials. Subject to the licenses granted herein, Licensor will retain all right, title and interest it may have in and to the Licensed Materials, including all Proprietary Rights therein. Nothing in this Agreement will be construed or interpreted as granting to Buyer any rights of ownership or any other proprietary rights in or to the Licensed Materials or any Proprietary Rights therein. 4.2 Feedback. Buyer may, at its option, provide suggestions, ideas, enhancement requests, recommendations or feedback regarding the Licensed Materials or Support Services (“Feedback”), provided however, that Feedback does not include any Proprietary Rights of Buyer or Buyer’s Affiliates or any Buyer Data or Buyer Materials. Licensor may use and incorporate Feedback in Licensor’s products and services without compensation or accounting to Buyer, provided that neither Licensor nor its use of the Feedback identifies Buyer as the source of such Feedback. Feedback is not confidential to Buyer. Buyer will have no obligation to provide Feedback, and all Feedback is provided by Buyer “as is” and without warranty of any kind. 4.3 Buyer Data and Output. Buyer retains ownership of all data it inputs into the Product ("Buyer Data") and all output generated by the Product from such data ("Output"). Buyer is solely responsible for the legality and integrity of the Buyer Data and Output. 4.4 Buyer Data. The Parties agree that Buyer Data and Buyer Materials are Confidential Information of Buyer. Buyer hereby grants to Licensor a nonexclusive, nontransferable, revocable license, under all Proprietary Rights, to reproduce and use Buyer Materials and Buyer Data solely for the purpose of, and to the extent necessary for, performing Licensor’s obligations under this Agreement. In no event will Licensor access, use or disclose to any third party any Buyer Data or any Buyer Materials for any purpose whatsoever other than as necessary for the purpose of providing the Product and Services to Buyer and performing its obligations under this Agreement. Licensor will not aggregate, anonymize or create any data derivatives of Buyer Data other than as necessary to provide the Product or Services and to perform its obligations in accordance with the terms and conditions of this Agreement. 5. Warranties 5.1 DISCLAIMER. THE PRODUCT IS PROVIDED ON AN "AS-IS" BASIS, AND BUYER ACKNOWLEDGES THAT IT IS USING THE PRODUCT AT ITS OWN RISK. LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR LIABILITIES ARISING FROM OR RELATED TO THE USE OF THE PRODUCT BY BUYER OR ANY OUTPUTS GENERATED BY THE PRODUCT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY. 5.2 No Responsibility for Output. Licensor does not warrant or assume responsibility for the accuracy, legality, reliability, or completeness of any Output generated by the Product. Buyer is solely responsible for the use and evaluation of any Output. 6. Confidentiality 6.1 Confidential Information. “Confidential Information” means any nonpublic information directly or indirectly disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or accessible to the Receiving Party pursuant to this Agreement that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including without limitation technical data, trade secrets, know-how, research, inventions, processes, designs, drawings, strategic roadmaps, product plans, product designs and architecture, security information, marketing plans, pricing and cost information, marketing and promotional activities, business plans, customer and supplier information, employee and User information, business and marketing plans, and business processes, and other technical, financial or business information, and any third party information that the Disclosing Party is required to maintain as confidential. Confidential Information will not, however, include any information which: (a) was publicly known or made generally available to the public prior to the time of disclosure; (b) becomes publicly known or made generally available after disclosure through no fault of the Receiving Party; (c) is in the possession of the Receiving Party, without restriction as to use or disclosure, at the time of disclosure by the Disclosing Party; (d) was lawfully received, without restriction as to use or disclosure, from a third party (who does not have an obligation of confidentiality or restriction on use itself); or (e) is developed by the Receiving Party independently from this Agreement and without use of or reference to the Disclosing Party’s Confidential Information or Proprietary Rights. Except for rights expressly granted in this Agreement, each Party reserves all rights in and to its Confidential Information. The Parties agree that the Licensed Materials are Confidential Information of Licensor. 6.2 Obligations. The Parties will maintain as confidential and will avoid disclosure and unauthorized use of Confidential Information of the other Party using reasonable precautions. Each Party will protect such Confidential Information with the same degree of care that a prudent person would exercise to protect its own confidential information of a like nature, and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof or access thereto. Each Party will restrict Confidential Information to individuals who need to know such Confidential Information and who are bound to confidentiality obligations at least as protective as the restrictions described in this Section 6. Except as otherwise permitted under this Agreement, neither Party will use Confidential Information of the other Party for any purpose except in fulfilling its obligations or exercising its rights under this Agreement or as necessary for proper use of the Product. Each Party will promptly notify the other Party if it becomes aware of any unauthorized use or disclosure of the other Party’s Confidential Information, and reasonably cooperate with the other Party in attempts to limit disclosure. 6.3 Compelled Disclosure. If and to the extent required by applicable Law, including regulatory requirements, discovery request, subpoena, court order or governmental action, the Receiving Party may disclose or produce Confidential Information but will give reasonable prior notice (and where prior notice is not permitted by applicable Law, notice will be given as soon as the Receiving Party is legally permitted) to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or confidential treatment therefor or other appropriate remedy regarding such disclosure. Disclosure of any Confidential Information pursuant to any legal requirement will not be deemed to render it non-confidential, and the Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will not be changed or lessened by virtue of any such disclosure. Notwithstanding any provisions herein, if Buyer is a Government Entity, Buyer will comply with all Laws applicable to it with respect to disclosure of public information. 7. Limitation of Liability 7.1 DISCLAIMER. SUBJECT TO SECTIONS 7.2 AND 7.3, IN NO EVENT WILL (a) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (b) EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CLAIMS BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, EXCEED THE FEES AND OTHER AMOUNTS PAID AND REQUIRED TO BE PAID UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. 7.2 Exception for Gross Negligence, Willful Misconduct or Fraud. THE EXCLUSIONS OF AND LIMITATIONS ON LIABILITY SET FORTH IN SECTION 8.1(a) AND (b) WILL NOT APPLY TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. 7.3 Exception for Certain Indemnification Obligations. THE EXCLUSIONS OF AND LIMITATIONS ON LIABILITY SET FORTH IN SECTIONS 7.1(a) AND (b) WILL NOT APPLY TO ANY COSTS OF DEFENSE AND ANY AMOUNTS AWARDED AGAINST THE INDEMNIFIED PARTY BY A COURT OF COMPETENT JURISDICTION OR AGREED UPON PURSUANT TO SETTLEMENT AGREEMENT THAT ARE SUBJECT TO SUCH PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS AGREEMENT. 8. Indemnification 8.1 Indemnification by Buyer. Buyer agrees to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Buyer's use of the Product in violation of this Agreement, applicable laws, or third-party rights; (b) Any data, content, or materials that Buyer inputs into the Product, including any claim that such data infringes, violates, or misappropriates any intellectual property or privacy rights of a third party; (c) Any misuse or unauthorized access to the Product by Buyer or its authorized users; or (4) Defense and Settlement: Buyer shall have the right to control the defense of any such claim, including the selection of counsel, and the right to settle any claim provided that such settlement does not impose any liability or obligation on Licensor without Licensor’s prior written consent. Licensor agrees to reasonably cooperate with Buyer in the defense of any such claim at Buyer's expense. 8.2 Indemnification by Licensor. Licensor agrees to indemnify, defend, and hold harmless Buyer and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Any gross negligence or willful misconduct by Licensor in connection with the provision of the Product; or (b) Defense and Settlement: Licensor shall have the right to control the defense of any such claim, including the selection of counsel, and the right to settle any claim provided that such settlement does not impose any liability or obligation on Buyer without Buyer’s prior written consent. Buyer agrees to reasonably cooperate with Licensor in the defense of any such claim at Licensor’s expense. 8.3 Indemnification Process. The party seeking indemnification (the "Indemnified Party") must promptly notify the other party (the "Indemnifying Party") in writing of any claim for which it seeks indemnification, provided that failure to give prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall provide reasonable cooperation and assistance to the Indemnifying Party, at the Indemnifying Party’s expense, in defending against any claim. 8.4 Licensor’s Exclusions. Licensor’s indemnification obligations do not apply to claims to the extent arising from combination of the Product with products, services, data, or content not provided by Licensor. 8.5 Sole Remedy. Indemnification as provided in this section shall be the sole and exclusive remedy available to the parties for any claims arising out of or relating to third-party intellectual property rights or any breach of this Agreement. 9. Term and Termination 9.1 Term. This Agreement will continue in full force and effect until conclusion of the Subscription, unless terminated earlier by either Party as provided by this Agreement. 9.2 Termination. Either Party may terminate the Subscription or this Agreement if the other Party materially breaches this Agreement and does not cure the breach within 30 days following its receipt of written notice of the breach from the non-breaching Party. In the case of a SaaS Service Subscription, termination by Licensor pursuant to this Section does not prejudice Buyer’s right, and Licensor’s obligation, to extract or assist with the retrieval or deletion of Buyer Data as set forth in Section 9.3.2 following such termination. 9.3 Effect of Termination. 9.3.1 Upon termination or expiration of the Subscription or this Agreement, Buyer’s right to use the Product licensed under such Subscription will terminate, and Buyer’s access to the Product and Service provided under such Subscription may be disabled and discontinued. Termination or expiration of any Subscription purchased by Buyer from Licensor will not terminate or modify any other Subscription purchased by Buyer from Licensor. 9.3.2 Within 45 days (or such other period as may be agreed upon by the Parties) following termination or expiration of any SaaS Service Subscription for any reason and on Buyer’s written request at any time before termination or expiration, Licensor will extract from the Product and/or Licensor’s Computing Environment (as applicable) and return to Buyer all Buyer Data, or if Buyer is able directly to retrieve or delete Buyer Data using the SaaS Service, then for a period of 45 days (or such other period as may be mutually agreed upon by the Parties in writing) following termination or expiration of this Agreement for any reason, Buyer may retrieve or delete Buyer Data itself with support from Licensor as reasonably requested by Buyer. If Buyer retrieves or deletes Buyer Data itself, Licensor will assist Buyer, as reasonably requested by Buyer, in validating whether the retrieval or deletion was successful. Buyer Data must be provided or extractable in a then-current, standard nonproprietary format. Notwithstanding anything herein to the contrary, Licensor’s duty to return or enable Buyer’s retrieval or deletion of the Buyer Data pursuant to this Section 9.3.2 may be delayed but will not be discharged due to the occurrence of any Force Majeure Event. Following delivery to Buyer of the Buyer Data and Buyer’s confirmation thereof, or Buyer’s retrieval or deletion of Buyer Data and Licensor’s validation thereof or expiration of the applicable period, whichever is soonest, Licensor may, and within a reasonable time thereafter will, permanently delete and remove Buyer Data (if any) from its electronic and hard copy records and will, upon Buyer’s request, certify to such deletion and removal to Buyer in writing. If Licensor is not able to delete any portion of the Buyer Data or Buyer Confidential Information, it will remain subject to the confidentiality, privacy and data security terms of this Agreement. 9.3.3 Sections 1 (Definitions), 4 (Proprietary Rights), 5 (Warranties), 6 (Confidentiality), 7 (Limitations of Liability), 8 (Indemnification), 9.3 (Effect of Termination), and 10 (Governing Law and Dispute Resolution) and any perpetual license granted under this Agreement, together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving expiration or termination, will survive the expiration or termination of this Agreement for any reason. 10. Governing Law and Dispute Resolution 10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its conflict of laws principles. 10.2 Dispute Resolution. Any disputes, controversies, or claims arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Korean Commercial Arbitration Board (KCAB) in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board in force at the time of the commencement of the arbitration. The seat of arbitration shall be Seoul, Republic of Korea. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. 10.3 Enforcement. The parties agree that the arbitration award shall be final and binding and may be enforced in any court of competent jurisdiction. 11. Miscellaneous 11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. 11.2 Force Majeure. Neither Party will be liable hereunder for any failure or delay in the performance of its obligations in whole or in part, on account of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes (not involving the Party claiming force majeure), embargo, civil or military authority, act of God, governmental action or other causes beyond its reasonable control and without the fault or negligence of such Party or its Personnel and such failure or delay could not have been prevented or circumvented by the non- performing Party through the use of alternate sourcing, workaround plans or other reasonable precautions (a “Force Majeure Event”). If a Force Majeure Event continues for more than 14 days for any Subscription with Entitlement Pricing, Buyer may cancel the unperformed portion of the Subscription and receive a pro rata refund of any fees prepaid by Buyer to Licensor for such unperformed portion. 11.3 Assignment. Buyer may not assign this Agreement or any rights or obligations hereunder without Licensor’s prior written consent. 11.4 Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. 11.5 Waiver. No waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default. 11.6 Notices. To be effective, notice under this Agreement must be given in writing. Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement. Each Party agrees that it may receive notices from the other Party regarding this Agreement: (a) by email to the email address designated by such Party as a notice address for the Standard Contract; (b) by personal delivery; (c) by registered or certified mail, return receipt requested; or (d) by nationally recognized courier service. Notice will be deemed given upon written verification of receipt. All notices required in connection with the use of this Product shall be sent to the following email address: legal@lgresearch.ai By using the Product, Buyer acknowledges that it has read, understands, and agrees to be bound by this Agreement.