Spotlite Service Terms and Conditions

Article 1: Purpose

Article 2: Definitions

1. The definitions of the terms used in these terms and conditions are as follows:
1. 'Spotlite' refers to the service that connects clients with photographers, models, hair and makeup artists, influencers, stylists, artists, or their agencies through a simplified online reservation and management tool provided by the Company.
2. 'Spotlite Solution' refers to the platform and tools provided by the Company, which include a work management platform, marketplace, reservation solution, and payment tools.
3. 'Account' refers to the approved user account on the Spotlite platform to access and use the solution.
4. 'Work' refers to all professional activities offered by the talent for reservation by clients through the website.
5. 'User' refers to individuals who use Spotlite, including clients, talent, and agents.
6. 'Client' refers to a user of the Spotlite Solution who registers an account on Spotlite and searches for and books talent directly or through an agent.
7. 'Talent' refers to individuals or organizations including photographers, models, hair and makeup artists, influencers, stylists, artists, and creators.
8. 'Agent' refers to an agent responsible for managing talent.
9. 'Work Contract' refers to the contract regarding work formed between clients and talent connected through Spotlite.
10. 'User Content' refers to the content that a user posts, displays, or provides on the account and Spotlite.

2. Terms not defined in this article shall follow relevant laws and regulations.

Article 3:Specification, Effectiveness, and Amendment of Terms

1. The Company shall post these terms and conditions on the initial screen of the Spotlite website or on a connected screen.

2. The Company may amend these terms in compliance with the 「Act on the Regulation of Terms and Conditions」, the 「Act on Promotion of Information and Communications Network Utilization and Information Protection」, and other relevant laws.

3. When the Company amends these terms, it will specify the effective date and reasons for amendment and notify users from at least seven days before the effective date. If the amendment is disadvantageous to the users, the Company will individually notify users at least 30 days prior.

4. Suppose the Company clearly notifies users that failure to express dissent within the period defined in Paragraph 3 will be considered consent, and the user does not express disagreement or terminates the usage agreement. In that case, the user shall be deemed to have agreed to the amended terms.

5. The Company may establish operational policies and guidelines (hereinafter “Operational Policies”) as needed. In case of conflict between these terms and operational policies, these terms will take precedence.

Article 4: Formation of Usage Agreement

1. The usage agreement is formed when a person who wishes to use the service agrees to these terms, applies for membership according to the Company’s prescribed method, and the Company approves the application.

2. If an individual under the age of 18 applies for membership, the Company will only approve the application with the explicit prior consent of a legal guardian.

3. Suppose a user enters into the usage agreement on behalf of a corporation. In that case, the user warrants that they are authorized to represent the corporation and enter into the usage agreement per these terms.

4. The Company may refuse or defer approval of membership applications for the following reasons, and in such cases, the Company will notify the applicant without delay:
1. If another person’s information is used.
2. If a legal guardian does not consent to or withdraws consent for a minor under the age of 18.
3. If the warranties and representations in Paragraph 3 are found to be false.
4. If the applicant has already entered into a usage agreement.
5. If the account was suspended or terminated within one month prior to reapplication.
6. If the user, who was subject to restrictions from the Company, cancels the usage agreement during the restriction period and re-applies.
7. If there are insufficient resources or technical issues.
8. Any other cases similar to those mentioned in Subparagraphs 1 through 7 where the Company reasonably determines it necessary.

5. If a user signs up by linking a social networking service (SNS), the user must maintain the linkage in accordance with the terms of that service. If the account on the linked service becomes unavailable, the Spotlite usage agreement may no longer be maintained.

Article 5: Account Creation and Modification

1. The Company may request personal information such as name, financial address, or residence, and in the case of business users, information such as business address, phone number, source of funds, and business registration number.

2. Users must promptly update any changes to the information provided at the time of the usage agreement application. Users can access and modify account information at any time under ‘Account Management’ or ‘Profile Management.’

Article 6: Company Rights and Obligations

1. The Company shall provide the necessary facilities and services for users to smoothly carry out work contracts.

2. The Company may disclose the names and brands of users for advertising and promotional purposes and may disclose that a client is using Spotlite.

3. The Company solely owns and holds intellectual property rights, including copyrights, trademarks, and design rights related to Spotlite, the content posted on Spotlite (excluding user content), and Spotlite Solutions.

4. The Company may survey user opinions on Spotlite and Spotlite Solutions. Although users are not obligated to participate in the survey, they can provide feedback, which the Company may use to improve services. No monetary or non-monetary compensation is guaranteed for feedback.

Article 7: Rights and Obligations of Users

1. Users must not engage in the following activities related to the use of Spotlite:
1. Making arrangements or entering into work contracts outside of Spotlite with clients or other users you were connected with through Spotlite (bypassing)
2. Inputting false information or omitting information when applying for or changing user details.
3. Providing intentionally false physical information or images when registering a profile.
4. Using another person's account or misappropriating someone else's personal information or credit information.
5. Defaming or insulting the company or others.
6. Infringing on the company's or others' intellectual property rights or other rights.
7. Using illegal programs such as macros to negatively affect Spotlite.
8. Transmitting or posting computer codes, files, or software that may damage the company's or other users' software, such as viruses, spyware, or adware.
9. Unauthorized copying, transmitting, recording, or misappropriating information posted on Spotlite through methods such as crawling, scraping, or parsing.
10. Causing harm to the company or other users through unfair actions.
11. Collecting, using, providing, or disclosing personal information of other users obtained through Spotlite for purposes other than work without the user's consent.

2. Any other actions that violate these terms, including the company’s terms and relevant laws.

3. Users must carry out work contracts carefully and professionally, according to industry-standard practices and norms.

4. Users must immediately notify Spotlite of any issues related to their efforts that could reasonably be expected to affect the use of the solution, work, or other commercial activities.

5. The company may review the chat history between users suspected of violating the provisions of Item 1 of this Article, based on objective and reasonable judgment.

6. The company is not liable for damages resulting from a user's violation of the obligations in this Article, except in cases of intentional misconduct or gross negligence.

Article 8: Provision of Service

1. The Company allows users to access Spotlite immediately upon the conclusion of the user agreement. However, for certain services, the Company may initiate services on a designated date as necessary, and in such cases, the Company will notify the user at the time of entering into the user agreement.

2. The Company provides Spotlite 24 hours a day, 365 days a year. However, customer support services are available on weekdays (excluding public holidays) from 10:00 AM to 7:00 PM.

3. The Company may limit or suspend all or part of the services under the following circumstances. The Company will notify the user in case of service limitation or suspension, and if prior notice is impossible due to unavoidable circumstances, the Company may notify the user afterward.
1. In cases of force majeure such as war, incidents, natural disasters, or national emergencies
2. When normal service use is disrupted due to power outages, facility malfunctions, or sudden surges in usage
3. When maintenance, replacement, or malfunctions of service equipment, or communication interruptions, occur
4. When the Company is unable to provide services due to other circumstances

4. If the content of the service changes, the Company will announce it on the service page. However, if the change affects the rights or obligations of users in a disadvantageous or significant way, the Company will notify users individually and announce it on the service page 30 days before the change takes effect.

5. The Company is not liable for any issues arising from changes in service unless they are caused by the Company’s intentional actions or negligence.

Article 9: Spotlite Solution

1. Users can utilize the following services through the Spotlite solution:
1. Access to the Spotlite website
2. Connecting and proposing to other users
3. For talents or agents, registering profiles and uploading portfolios
4. For talents or agents, accepting client proposals and scheduling work
5. Monitoring and managing work initiated through Spotlite
6. Payment and distribution of fees following work contracts

2. The Spotlite solution may not be used for purposes other than those specified in these Terms, and the Company is not liable for any damages caused by users violating this provision unless the Company’s willful misconduct or gross negligence is involved.

3. The Company provides the Spotlite solution "as is" and in an available state, and users must use the solution at their own risk.

4. The Company may modify, remove, or update features of the Spotlite solution. If such changes disadvantage users, the Company will notify users in advance, and any resulting damages will be compensated in accordance with relevant laws.

Article 10: Work Contract and Booking

1. Clients can search and view profiles of talents or agents registered on the Spotlite platform and send work requests by setting the work conditions (including but not limited to work details, schedule, location, expenses, and fees). Once the talent or agent accepts the request, a booking for the work is established between both parties.

2. After the booking is established under Paragraph 1, the client and the talent or agent can modify the work conditions through mutual agreement using the Spotlite chat feature.

3. Talents and agents must confirm and notify the client whether they can accept the work based on the time and conditions specified in the client's request.

4. Talents and agents may notify the Company in advance of unavailable dates for work and may decline specific clients.

5. Users must directly cancel or reschedule with the other party during the negotiation of work conditions. If a booking is canceled without justifiable reasons acceptable to the Company, within the period specified in Article 11, the Company may charge a cancellation fee and impose restrictions by Article 16.

Article 11: Cancellation of Bookings

1. If a user cancels a booking without justifiable reasons within the timeframes specified below, the Company may impose cancellation fees as outlined in the following table and take restriction measures by Article 16. However, if there is an objectively reasonable cause acceptable to the Company, this may not apply.

1. If either the client or the talent (including agents under this provision) cancels the booking from 72 hours before the scheduled work completion date until the day of completion, they must pay 50% of the contract amount to the other party. However, this payment obligation can be waived with the explicit written consent of the other party.

2. If the client cancels the booking up to 72 hours before the scheduled work completion date, the client must pay 20% of the contract amount to the model. If the model cancels the booking up to 72 hours before the scheduled work completion date, the model must return the contract amount to the client, minus 20%.

3. The cancellation amounts specified in Paragraphs 2 and 3 can be otherwise agreed upon in advance through written consent between the client and the talent.

4. Notwithstanding Paragraphs 1 through 3, the obligation to pay cancellation fees may be waived in the following circumstances:
1. In cases of force majeure such as war, civil disturbance, natural disasters, or national emergencies.
2. In the event of a severe illness or injury to the responsible party from the talent or the client.
3. In the event of the death of a close relative (limited to relatives within the fourth degree of kinship) of the responsible party from the talent or the client.
4. If government authorities impose travel restrictions, preventing the user from traveling.

5. To be exempted from cancellation fees under Paragraph 5, the user must submit written proof of the circumstances described in each subparagraph of Paragraph 5 to the Company within 14 days of canceling the booking. If the provided proof is insufficient, the Company may request additional documentation.

Article 12: Dispute Resolution Between Users

1. If a dispute arises between users regarding a work contract, they must notify the Company (at cx@teamspotlite.com) immediately or within 24 hours after the completion of the work and follow the Company's dispute resolution procedures. To facilitate notification, a "Report an Issue" option may be displayed on the work page, but this option will disappear after 24 hours post-work completion.

2. The notification mentioned in Paragraph 1 must include a detailed description of the dispute and attach the work contract or chat history related to the disputed work contract.

3. Upon receiving the notification, the Company will seek an amicable resolution between both parties and may appoint a mediator to resolve the dispute.

4. If a mediator is appointed and the mediation process begins, the parties involved must hold a mediation meeting within 30 days from the date the mediator requests it. Any decision reached during the mediation meeting will have the effect of a contract, reflecting the mutual agreement of both parties.

5. If no amicable agreement is reached between the parties within 60 days after the mediation meeting, the dispute may be referred to the court of competent jurisdiction according to this contract.

Article 13: Payment of Contract Fees and Service Fees

1. When a work contract is entered into between talent and a client through the service, each user must pay the following fees (excluding VAT) based on the contract fees. The fee rates may change depending on the Company’s circumstances, and in such cases, the Company will notify users individually in advance.

1. Unless otherwise stipulated in a separate written contract, the fees outlined in Paragraph 1 do not include costs related to accommodation, travel, entertainment, wardrobe, hair, makeup, agent fees, or other expenses for fulfilling the work contract. These costs must be mutually agreed upon between the client and the talent (including agents).

2. After the work is completed, the Company will calculate the total amount payable by the client, including the contract fees and the fees specified in Paragraph 1 (hereinafter referred to as "Client Settlement Amount") and notify the client of the settlement details (hereinafter referred to as "Client Settlement Details"). The client must pay the Client Settlement Amount within 30 days of receiving the Client Settlement Details as per the method specified in Article 14. If the client has not provided their information or if the information provided is found to be false, the Company may request advance payment of the Client Settlement Amount.

3. If the client delays payment of the Client Settlement Amount as outlined in Paragraph 3, the Company may charge additional interest calculated at an annual rate of 12% until the full amount is paid.

4. The Company will settle and notify the talent or agent of the payment of the contract fees (hereinafter referred to as "Talent Settlement Amount"), excluding the service fees outlined in Paragraph 1, within 5 business days after the client has made the payment.

5. The talent or agent may raise objections to the Talent Settlement Details within 7 days of receiving them. The Company will provide relevant settlement materials within 7 days of receiving the objection, and the talent or agent and the Company will finalize the settlement amount through mutual agreement based on these materials.

6. The Company will pay the Talent Settlement Amount to the talent or agent via the method outlined in Article 14 within 28 business days from the later of either the client’s payment date or the work completion date.

7. Notwithstanding Paragraphs 3 and 5, the Company does not guarantee payment of the contract fees to the talent and will only pay the Talent Settlement Amount upon receiving the contract fees from the client.

8. If the talent or agent directly receives payment of the contract fees from the client, they must immediately notify the Company of the payment and the amount received.

9. If the client pays the contract fees directly to the talent or agent, the Company may charge both the client and the talent or agent for the service fees, and both parties must pay these fees within 5 business days of receiving the payment request from the Company.

10. If the Company has paid an amount to the talent that exceeds the Talent Settlement Amount outlined in Paragraph 7, the talent must notify the Company immediately and return the excess amount following the Company’s instructions.

11. If a user terminates the use contract or if the Company terminates the contract before the contract fees and service fees (hereinafter referred to as "Contract Fees, etc.") have been paid, the user must pay the outstanding Contract Fees, etc., within 5 business days from the date of termination of the use contract.

Article 14: Payment Methods

1. If the Company becomes aware of an error in the payment processing of the client settlement amount or the talent settlement amount, it will take steps to resolve the issue. Meanwhile, users can specify a payment method to either make or receive the settlement amount.

2. When receiving the client settlement amount or paying the talent settlement amount, the Company will generally process payments or settlements through the electronic payment service provider designated by the Company.

3. The Company and users may only make payments to the designated account of the other party for the client settlement amount or talent settlement amount within 30 days of the settlement details being sent if payment through the Company’s designated electronic payment service provider is not possible or if pre-agreed by the Company.

4. When using a transaction account, the Company may change the fee rates following prior notice, depending on the payment method used.

Article 15: User Content

1. Users are free to post user content in compliance with the content standards provided by the Company.

2. Users warrant the following regarding their user content:
1. The user content they post does not infringe on any third party's intellectual property rights, portrait rights, publicity rights, or any other legal rights, nor does it violate any applicable laws.
2. They fully own and maintain all legal status, rights (including but not limited to copyrights), and abilities to post and use the user content.

3. The Company may, with the user’s prior written consent, use the user content in whole or in part globally for reproduction, performance, public transmission, display, distribution, creation of derivative works, editing, and other uses (hereinafter referred to as "uses"). The Company will not pay separate compensation for such uses, and the rights under this clause are transferable and non-exclusive.

4. Notwithstanding Paragraph 3, the Company will not sell or transfer user content to third parties or use it for profit-making purposes unrelated to the operation of the Spotlite service.

5. The Company may delete user content after notifying the user in the following cases, without being held liable for such deletion:
1. The content violates applicable laws or the Company’s content standards.
2. The content defames the Company, other users, or third parties.
3. The content infringes on the copyrights, publicity rights, or other rights of the Company, other users, or third parties.
4. The content causes fear, anxiety, or emotional discomfort.
5. The content damages, destroys, alters, falsifies, or interferes with the operation of information communication systems, data, or programs.
6. The content is classified as harmful to minors under the "Youth Protection Act," and fails to meet the legal requirements for age verification and labeling.
7. Any other case similar to items 1 through 6 where the Company deems, based on objective and reasonable judgment, that deletion is necessary.

6. Users can notify the Company (cx@teamspotlite.com) if they discover user content that violates Paragraph 5.

7. If a third party raises any legal claims (such as intellectual property rights infringement) against the Company or consumers regarding user content, the user who posted the content must resolve the issue at their own expense and responsibility, indemnifying the Company. The user will also be responsible for compensating the Company for all damages incurred (including attorney fees).

8. Upon termination of the user agreement, users must delete their user content. If they fail to do so, the Company may delete it within three days after the termination date.

9. The Company may retain user content separately for [*] after the termination of the user agreement or after the user has deleted their content.

Article 16: Restriction Measures

1. The Company may impose restriction measures on users in the following cases, and users shall not claim compensation from the Company for any damages resulting from such actions:
1. The user violates their obligations under these terms and conditions.
2. The user intentionally or negligently interferes with the operation of the Company's services.
3. The user causes or is likely to cause disputes with third parties, including the Company or other users.
4. The user fails to properly pay the fees related to the work contract.
5. The user cancels a work contract in violation of the Company's operational policies without a legitimate reason.
6. The user repeatedly enters into and cancels work contracts without reasonable cause.

2. The Company will, in principle, impose restriction measures in stages and will provide prior notice to the user regarding the reason, type, and duration of the restriction measures.

3. If restriction measures are imposed pursuant to Paragraph 1, the user may file an objection within 7 days. If the Company determines that the user was not at fault in the dispute, such as in the case of claims, the Company must cancel the restriction measures.

Article 17: Responsibility for Managing ID and Password

1. Users must manage their ID and password with the care of a good administrator and may not allow third parties to use them, except with the Company's consent.

2. If a user violates the main provision of Paragraph 1, the Company is not responsible for any damages incurred by the user unless the Company is at fault or negligent.

3. If a user becomes aware that their ID or password has been stolen or is being used by a third party, they must immediately notify the Company and follow the Company's instructions.

4. In cases where a user fails to notify the Company as required in Paragraph 3 or does not follow the Company's instructions even after notifying, the Company is not liable for any damages incurred by the user unless the Company is at fault or negligent.

5. To prevent theft or unauthorized use, users should periodically change their passwords, and the Company may recommend users to do so.

Article 18: Delegation or Subcontracting

Article 19: Disclaimer of Representation and Warranties

1. The Company does not represent any talent or customer as an independent contractor, and no action by the Company shall be considered as representing any user.

2. The user assumes direct responsibility for the work contracts formed between talent and customers, and for the information provided or directly registered by the user.

3. The suitability of a talent for a specific job is entirely based on the judgment of the talent, agent, and customer, and the Company does not make any judgments regarding the suitability of a talent for specific jobs.

4. The Company and the user must not, without prior written consent from the other party, make any false statements representing themselves as the other party or its employees, or as representing any third party, and must compensate and indemnify the other party for any damage caused by such false statements.

5. The Company does not warrant the existence and authenticity of the intent of transactions between talents and customers, the legality and non-infringement of contracts, the accuracy or legality of information entered by users (including but not limited to user content), and the truthfulness or legality of materials published via linked URLs.

Article 20: Confidentiality Obligation

1. Both the Company and the user must strictly maintain and protect the confidentiality of information about the other party (including but not limited to personal information) received or obtained in connection with the conclusion of the user agreement, or concerning work contracts. This information must not be disclosed to any third party or used for any purposes other than the user agreement or work contract without the prior written consent of the other party.

2. Notwithstanding the above, disclosure of information is permitted in the following cases. However, if an exception is made, the party disclosing the information must promptly notify the other party:
1. When disclosure is required by relevant laws and regulations
2. Information legally required to be disclosed or provided by a court or government agency
3. Information that is publicly known or information already lawfully obtained by the party receiving the information from a third party

3. The confidentiality obligation under this Article will continue to be in effect for one year after the termination of the user agreement.

Article 21: Compensation for Damages

1. If the Company or a user breaches or fails to perform their obligations under these Terms, the breaching party must compensate the other party for damages suffered within the scope of responsibility.

2. If there is an amount to be compensated under this Article, the parties may offset the amount to be paid to the other party by mutual written agreement.

3. The Company does not guarantee any profits from the use of Spotlite and will not compensate for consequential, indirect, or special damages.

4. The Company’s liability for damages under these Terms shall not exceed the Company’s revenue for the six months preceding the claim.

5. Claims for damages under this Article do not affect the exercise of rights under these Terms and related contracts.

Article 22: Disclaimer

1. The Company may temporarily suspend the provision of services in the event of maintenance, inspection, replacement, or malfunction of information and communication facilities such as computers, or communication disruptions. The Company is not liable for any damages incurred by users or third parties, provided that such damages are not caused by the Company’s willful misconduct or negligence.

2. The Company may restrict or temporarily suspend the provision of services in cases of natural disasters, wars, fires, floods, epidemics, natural calamities, government actions, or other force majeure events. The Company is not liable for any damages incurred by users or third parties, provided that such damages are not caused by the Company’s willful misconduct or negligence.

3. The Company is not liable for damages incurred by other users due to the following actions of a user. In such cases, the responsible user must compensate for the damages incurred by the Company or the other party within the scope of responsibility and indemnify the Company or the other party at their own cost and responsibility:
1. Violating the obligations under these Terms
2. Registering or posting false information
3. Breaching a work contract
4. Canceling or not attending a reservation made through Spotlite without consulting with the other party
5. Performing work below the industry standard or expected level

Article 23: Termination of the Use Agreement

1. Users may terminate the agreement at any time by either deleting their account directly from the 'Account Settings' or by sending an email to the Company (cx@teamspotlite.com) to request account deletion. The Company will terminate the agreement and delete the account within 7 business days from the date the user sends the account deletion request.

2. In the event of any of the following circumstances, either party may immediately terminate all or part of the agreement by written notice without additional notice:
1. Failure to rectify a breach of the terms of this agreement within 14 days after being requested to do so by the other party
2. Causing damage to the other party through intentional or gross negligence
3. Confirmation of a refusal reason as per Article 4, Section 4
4. Receiving 3 or more complaints from other users about breaches of work contracts or similar issues
5. Receiving a final court judgment due to criminal activities (including, but not limited to, sexual crimes and drug crimes)
6. Becoming a subject of public ridicule or contempt due to immoral conduct or being involved in scandals, thus judged as no longer able to continue work
7. Being unable to continue work-related activities due to changes in business objectives, mergers and acquisitions, or operating losses
8. Entering into liquidation, bankruptcy, company reorganization, compulsory liquidation, or dissolution
9. Issuing promissory notes that are dishonored
10. Being unable to maintain the contract due to natural disasters, wars, or other objectively uncontrollable force majeure conditions

3. When the Company terminates the agreement, it will notify the user of the termination reasons through email, KakaoTalk, LINE, text message, Instagram DM, or other means using the information provided by the user during application. The agreement is terminated when the user's notice of termination reaches the Company.

4. If the agreement is terminated under the provisions of Section 2, the Company may refuse to accept any reapplication by the user.

5. Upon termination of the agreement under this Section, the user's access to and use of the Spotlite solution will be restricted, the user's posted content will be deleted, and the user must not display or imply any relationship with the Company.

6. Rights and obligations that arose prior to the termination of the agreement will not be affected by the termination.

7. Upon a user’s request for termination (withdrawal), the Company may retain the user's information provided to the Company for 6 months. After 6 months, the Company will delete the user’s information in bulk after notifying the user.

Article 24: Miscellaneous

1. Prohibition of Assignment
Neither party may assign or transfer any rights or obligations under this Agreement to a third party without the prior written consent of the other party.

2. Amendment of the Agreement
This Agreement may only be amended or modified through explicit written agreement between the parties.

3. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes any prior oral or written agreements, promises, conditions, or obligations not expressly set forth in this Agreement. It replaces all previous agreements regarding the matters specified in this Agreement.

4. Severability
If any provision of this Agreement is deemed invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions.

5. Taxes
Each party is responsible for reporting and paying any taxes imposed on them under applicable laws related to the execution and performance of this Agreement.

6. Governing Law and Dispute Resolution
The governing law for this Agreement is the laws of the Republic of Korea. Any disputes arising in connection with this Agreement shall be resolved through litigation, with the exclusive jurisdiction of the court of first instance as provided under the Civil Procedure Act.
 

Appendix

Article 1: Effective Date
These Terms and Conditions shall apply from September 20, 2024.