“Administrator” shall mean User who has authority to register or withdraw Employee to and from using the Service, designate Employee’s scope of use, manage schedule, and approve Employee’s requests. 

“Clients” shall mean an entity who employs SHOPL’s Services for the operation of its business. 

“Employees” shall mean Users who are not Administrator. 

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Users” shall mean all visitors, users, and others who access the Service, whether on behalf of a company or on their own individual behalf.

“User Contents” means contents posted by Users such as profile information, images, comments, questions, and other content or information, any such materials a User submits, posts, displays, or otherwise makes available on the Service. 

Please read this Terms of Service (this “Agreement”) carefully before you start to use our Service. By accessing or using the Service or otherwise affirming your intent to be bound by this Agreement, you accept and agree to be bound by this Agreement and to the collection and use of your information as set forth in the SHOPL’s Privacy Policy whether or not you are a registered user of our Service. 

SHOPL will take necessary measures to make this Agreement available for print by its Users.

This Agreement shall be applicable as of the date when a User consents to this Agreement and continue until the date such User withdraws from SHOPL’s Services. Provided, however, any terms under this Agreement may remain effective after User’s withdrawal from our Service if becomes necessary. 

SHOPL reserves the right to make unilateral modifications to these terms, to the extent permitted by applicable laws, and will provide notice to Users of such changes by seven (7) days prior to the effective date the changes by presenting (i) the changes, (ii) reasons for making changes, (iii) effective date, and (iv) date by which the User shall deliver his or her intent not to consent to such changes on the first page of SHOPL’s website or mobile application.

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. Your continued use of our Service following the posting of revised Agreement and failure to respond by the deadline set forth in (iv) of paragraph (a) above means that you accept and agree to the changes. If you do not want to agree to any changes to this Agreement, you must not access or use our Service. 

Your SHOPL account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users.

The Agreement becomes effective when a person or entity who wishes to use the Service (“Applicant”) (i) consents to this Terms of Service, (ii) makes requests to use the Service, and (iii) SHOPL approves such request. Provided, however, only to the extent Client or the pre-existing Administrator has provided Applicant’s information to SHOPL, SHOPL will approve the request under this paragraph (b).

If you open a SHOPL account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. You acknowledge and agree that if you are opening a SHOPL account or otherwise using the Service as or on behalf of an employer company, organization or other entity, your employees who open employee accounts must and do separately agree to be bound by this Agreement.

SHOPL may reject or postpone its approval of any application if any of the following occurs: 

1. SHOPL cannot provide Services due to difficulties in technology and business; 
2. SHOPL has not received necessary information from the pre-existing Administrator or Client of an Applicant; 
3. SHOPL finds it impossible to approve an application due to User’s fault, such as omitting to provide registration information, providing inaccurate or false information; 
4. application has been made to acquire SHOPL’s own technology, compositions or business models, or for disparaging, offensive, defamatory, offensive, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable purposes; 
5. Client has failed to make payments to SHOPL by arbitrarily cancelling payment method registered with SHOPL after account registration, becoming insolvent or defaulting to make payment; 
6. any application requirement has not been satisfied; or 
7. if account has been terminated due to reasons set forth in paragraphs (ii) through (vi) above. Provided, however, application shall be excluded from the foregoing condition if the application has been reconsidered and re-approved after at least one (1) year has lapsed after such termination of the account. 

If SHOPL finds an application falls under the scope of paragraphs (ii) through (vii) under (d) above after approval, SHOPL may terminate or suspend any Service under this Agreement.

You must keep this information up to date. If any of your application information provided to SHOPL has been changed, you shall modify the same in accordance with the method and guidelines provided by SHOPL.

copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;

using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the SHOPL servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; 

uploading, posting, hosting, or transmitting spam, chain letters, SMSs or other unsolicited email or messages; 

attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; 

taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; 

uploading invalid data, viruses, worms, or other software agents or any code of a destructive nature through the Service; 

collecting or harvesting any personally identifiable information, including account names, from the Service; 

using the Service for any commercial solicitation purposes;

impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; 

interfering with the proper working of the Service; 

accessing any content on the Service through any technology or means other than those provided or authorized by the Service;

bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; 

verbally, physically or other abuse (including threats of abuse or retribution) of any other User or any SHOPL customer, employee, member, or officer; 

reproducing, duplicating, copying, selling, reselling or otherwise exploiting any portion of the Service, use of the Service, or access to the Service without the express written permission by SHOPL; or

modifying, adapting or hacking the Service or modifying another website so as to falsely imply that it is associated with the Service.

Modifications to Services

We may change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service by making announcements on our website or mobile application, or by providing each of our Users separate notice under Section 16B. 

We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including, but not limited to the following:  

1. if it becomes necessary to perform maintenance on service equipment;
2. if in our sole determination you violate any provision of this Agreement; 
3. normal operation of Service is not feasible due to blackout, errors in equipment, or heavy traffic; 
4. inability to maintain the Service due to business reasons such as termination of agreement with a third-party service provider; 
5. occurrence of force majeure event; or 
6. for any other or no reason. 

Upon termination with or without cause, you shall continue to be bound by this Agreement.

For suspension or termination of the Service under paragraph (b) above, SHOPL will provide notice under Section 16B. Provided, however, if providing a prior notice is not feasible due to urgency of the matter (e.g. suspension due to reasons that cannot be controlled by SHOPL, such as errors in disc and system shutdown caused without fault of SHOPL), SHOPL may provide a notice after the fact. 

Some areas of the Service allow Users to post or provide User Contents. We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. SHOPL has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. 

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current or (ix) violates any company, employer or other applicable policy.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of privacy or other rights of SHOPL or any third party.

SHOPL reserves the right, but is not obligated, to reject and/or remove any User Content that SHOPL believes, in its sole discretion, violates any of these provisions or is otherwise unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable.

You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

If applicable, you have the consent and appropriate rights in the User Content to use your employer’s logos, trademarks, trade names or service marks in the manner contemplated by the Service or this Agreement.

You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.

Your User Content and SHOPL’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

Your use of the App Store-Sourced Software must comply with the App Store’s own terms and conditions.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to SHOPL as provider of the software. 

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to SHOPL as provider of the software. 

You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s Intellectual Property Rights, SHOPL, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. 

You and SHOPL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.

you acknowledge that the Agreement is between you and SHOPL only, and not with Google, Inc. (“Google”); 

your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service;

Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; 

SHOPL, and not Google, is solely responsible for its Google-Sourced Software; 

Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and

you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to SHOPL’s Google-Sourced Software.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SHOPL under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SHOPL does not waive any rights to use similar or related ideas previously known to SHOPL, or developed by its employees, or obtained from sources other than you.

Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on our servers, may be deleted, altered, moved or transferred at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. SHOPL does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on our servers.

You may never use another User’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. 

As SHOPL may require fees for certain services from time to time, you shall maintain your ID and Password at all times. 

You shall be solely liable for any and all damages caused due to your misuse or negligence in maintaining the ID or Password; provided that SHOPL will be liable for damages arising out of system failure and other reasons attributable to SHOPL. 

You shall not allow any third party to use your ID or Password; and if you become aware of theft or usage by any third party of your ID or Password, you shall immediately contact us and follow our instructions if applicable. SHOPL will not be liable for any losses caused by any unauthorized use of your account.

You may not change your ID without SHOPL’s prior written consent.

Obligations

1. SHOPL will not disclose your personal information to any third party without obtaining your consent. Provided, however, SHOPL may disclose such information if SHOPL is required to disclose by valid order of a court or competent authority for the purposes of investigation or other purposes under applicable laws. 
2. SHOPL shall comply with this Agreement and all applicable laws and regulations. 
3. SHOPL will use reasonable efforts to repair or restore damaged or lost data or any defective equipment for the purpose of maintaining stable provision of Services unless otherwise prevented by force majeure, urgent situation or any impediments or defects that may not be cured using reasonable technologies available. 

Warranties 

1. SHOPL hereby warrants operation and maintenance of the system to provide effective Services to its Users. Unless otherwise provided, the Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from SHOPL or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, SHOPL, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
2. SHOPL does not provide any warranties whatsoever with regards to the records of attendance, payment of salary, lawfulness and non-infringement of a third party rights, all of which shall be determined between Client and Employees. Use of the Service is at your own risk.
3. SHOPL does not represent Client or Employees in managing attendance records or payment transactions. 
4. SHOPL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and SHOPL will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

You shall comply with applicable laws, terms contained in this Agreement, guidelines, announcements made through the Services, and other information provided by SHOPL, and shall not engage in any conducts that may impede SHOPL’s business. 

You shall register accurate information as of today, and if there are any changes to the information registered, you shall update such information immediately. 

If you violate any of your obligations under this Agreement or obstructs normal operation of the Services, SHOPL may restrict your use of the Services.

1. Reasons for restriction; 
2. Type of restriction and duration; and 
3. How to object 

If you wish to object to SHOPL’s restriction on your use of its Services, you shall deliver a formal objection letter stating your reasons for objection by mail, electronic mail, or similar methods by fourteen (14) days after receiving SHOPL’s notice of restriction. 

SHOPL will respond to your objection letter by mail, electronic mail, or similar methods within fourteen (14) days after receiving your letter. However, if it is not feasible to respond by such deadline, SHOPL may notify you of the new schedule and reasons thereof. 

If SHOPL deems your reasons for objection is reasonable, SHOPL may take necessary measures. 

If SHOPL or you have breached this Agreement and caused damages to the other party, the breaching party shall be responsible to compensate such damages, unless such breach was caused without intent or negligence. 

If SHOPL cannot provide Services due to natural disaster or any other causes that are beyond its reasonable control, SHOPL will not be liable for failure to provide Services. 

SHOPL will not be liable for errors caused due to reasons attributable to you.

SHOPL will not be liable for damages that you may have suffered due to information or materials posted by another User. SHOPL will not be responsible for accuracy or credibility of any information, materials or facts posted by a User. 

You are solely responsible for your interactions with other SHOPL Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.

SHOPL shall not be liable to compensate any damages arising out of unauthorized disclosure of your information if such disclosure was made due to your failure to safely maintain your ID or Password. 

If SHOPL suffers any damages due to your breach of this Agreement, you shall compensate any and all such damages to SHOPL. You shall indemnify, defend and hold harmless SHOPL from and against any and all costs, expenses or any other liabilities to third party arising out of your unlawful conduct or breach of this Agreement. If SHOPL is not fully indemnified, you shall compensate for any and all damages suffered by SHOPL. 

Notification Procedures

Any dispute, controversy, or claim arising out of the Service between SHOPL and you, both parties shall engage in good faith discussion to resolve the dispute. 

If such dispute cannot be resolved through discussions under paragraph (a) above, it shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. The number of arbitrators shall be three. The seat, or legal place, of arbitral proceedings shall be Seoul, Korea, The language to be used in the arbitral proceedings shall be English.