DONTALK Terms and Conditions of Use

Part 1. Purpose

The terms and conditions of use shown here (hereinafter referred to as the "Terms and Conditions") aims to define the rights, obligations and other responsible matters between BRINICLE Inc (hereinafter referred to as the "Company") and members (hereinafter referred to as the "Member” or “Members” depending upon context) related to the use of DONTALK, which is provided by the Company.

Part 2. Definitions

① The following words and terms shall have the meanings set forth below when they are used in the Terms and Conditions. 1. “Service” refers to any services or features of DONTLAK that a “Member” is allowed to use through devices (such as PC, TV, Mobile devices and other wired and wireless gadgets). 2. "Member" refers to a customer who accesses the Company’s “service”, signs the agreement on service use with the “Company” in accordance with the terms of service and uses the “service” provided by the “Company”. 3. “DONTALK Account” refers to the login account with customer ID and Password issued by the Company. To access some of the services ‘DONTALK Account’ may be required. 4. ”Point” refers to a loyalty program provided by the “Service” to its “Members” when products of services (hereinafter referred to as “Commodities”) are purchased or used. “Point” may be used as a means of payment but cannot be redeemed in cash. 5. "Paid Service" refers to the service in general that the Company is paid to provide, which includes a variety of online digital content (stickers, themes, gift certificates and other paid contents) and/or services. 6. "Cake" refers to the virtual currency which Users may use to pay for “Paid Service” offered by the Company. 7. “In-App Purchase” refers to a payment process to purchase “Cake” or digital contents within “Service”. 8. “Open Market Operator” refers to an e-commerce provider which allows installation of “Service”, and provides transaction hubs for “Paid Service”. (E.g. Google Play, App Store, Tstore, Olleh Market, U+, App Market, etc.) 9. “Posting” means information in the form of text, photos and videos, files and links delivered in the form of signs, letters, sound, screen and video that a “member” posts on the “service” while using the “service.” ② Any terms used herein but not otherwise defined in Part 2(1) shall be interpreted in accordance with the standard practices of transaction.

Part 3. Announcement and Modification of the Terms and Conditions

① “Company” shall post the Terms and Conditions on the first page of http://dontalk.brinicle.com (hereinafter called “the website”) so that all members may easily be informed of the Terms and Conditions. ② “Company” is allowed to revise the Terms and Conditions, but shall not violate any laws related to the Terms and Conditions such as the Regulation of Standardized Contracts Act and the Act on the Promotion of Information and Communications Network Utilization and Information Protection (hereinafter called “Information and Communication Network Law”). ③ When “Company” revises the Terms and Conditions, “Company” shall provide prior notice of effective date and the reason of the modification with existing the Terms and Conditions for comparison, for 7 days prior to the first effective day of the modification, in accordance with Part 1. If the revised terms are found to be disadvantageous to the members, however, the announcement shall be posted for 30 consecutive days until the first effective date. In addition, e-tools such as email, messages and pop-up windows shall be used to notify members of the modification. ④ “Member” shall be deemed to have granted valid and irrevocable consent to the modified Terms and Conditions by continuing to use the Service. If a member refuses to accept the application of the revised Terms and Conditions, the member will be allowed to cancel the agreement on service use. Refund policy of “Company” is applied when “Member” who uses the “Paid Service” cancel the agreement.

Part 4. Interpretation of the terms of service

① For “Paid service” and individual service, the Company may have a separate Terms and policy (hereinafter called “Terms of paid service”). If the “Terms of paid service” are inconsistent with the Terms and Conditions, the “Terms of paid service” shall take precedence. ② For issues and interpretations not stipulated by the Terms and Conditions, the “Terms of paid service” and other relevant laws or commercial practices shall serve as the basis.

Part 5 Registration

① Registration is completed once Individual who wishes to be a “member” of service (hereinafter called “applicant”) agrees with the “Terms and Conditions” in starting the service client, verifies individual’s phone number, fills the application of membership, and obtains approval for the requested membership from the “Company”. ② “Member” may use the “DONTALK Account”. “DONTALK Account” uses an ID and Password for user authentication according to this “Terms and Conditions”. ③ In principle, the “Company” approves of all applications for service use. In any of the following circumstances, however, the Company may refuse to give approval or may cancel the agreement. 1. If the applicant has ever lost membership in accordance with the “Terms and Conditions” (exception: if the applicant gains approval from the Company for renewal of his/her membership) 2. If the applicant is found to use another person’s name. 3. If the applicant is found to have falsified information, or has failed to provide information that the “Company” asks him or her to submit 4. If a child under 14 has failed to obtain approval of his or her legal guardian (parents) 5. If the Company finds it impossible to give approval due to conditions for which the applicant is held responsible, or if the applicant seeks approval despite having violated relevant stipulations. 6. If the applicant is found to try to use the “Service” under fraudulent purposes. 7. If the applicant is found to apply the membership to violate the relevant laws and rules of society. 8. If the “Company” believes that the user is violating or has violated the Terms and Conditions. ④ If the application is made according to Paragraph 1, 2 and 3, the Company is allowed to ask for confirmation of real name or ID certification through a specialist institution. This depends on the status of the member. ⑤ When the Company is lacking service facilities or finds some problem with technology or business, it may suspend the approval of new memberships. ⑥ If the Company refuses to give approval or has suspended approvals based on Paragraphs 4, the Company shall notify the applicant of such fact, in principle. ⑦ The Company is allowed to rank members based on the policy by classifying time, frequency and service menu. ⑧ The Company is allowed to restrict the service use based on grade and age in accordance with the Promotion of the Motion Pictures and Video Products Act and the Juvenile Protection Act.

Part 6 Change in member information

① Members may view and change their information at any time through “My Profile,” with the exception of the device identification number (device ID or IMEI) necessary for service management, phone number and ID that are not allowed to be changed. ② If there is any change in the information a member provides at the time of membership application, the member shall change the details online or notify the Company of the change by e-mail or by other means. ③ If a member is disadvantaged due to his or her failure to notify the company of a change in personal information as cited in paragraph 2, the Company shall not be held accountable.

Part 7 Privacy

“Company” makes an effort to protect Members’ privacy in accordance with the relevant laws such as Information and Communication Network Law. Protection and use of personal information are governed by relevant law and Privacy Policy of “Company”.

Part 8 Member’s obligation to take care of ID

① A “member” must responsibly take care of his or her ID, and shall not allow it to be misused by a third party. ② If there are concerns that a member’s ID may be used to leak personal information, is inconsistent with social norms or customary practices or may be mistaken for the Company or the Company’s management, the Company is allowed to restrict the use of the ID. ③ If a member finds that his or her ID has been misused or stolen by a third party, the member shall immediately report the fact to the Company, and then comply with the Company’s related requests. ④ Company shall not be held responsible for any inconvenience occurring as a result of the member’s neglect to report the ID theft mentioned in paragraph 3 to the Company, or the member’s failure to comply with the Company’s request following the report of ID theft.

Part 9 Notification to members

① If the Company needs to give notifications to members, the Company may choose to use e-mail and messages within the range of service unless a stipulation otherwise is found. ② For notifications given to all members, the Company is allowed to post the notification on the Company’s website or announcement board within the range of service for more than seven days.

Part 10 The Company’s obligation

① The Company shall not engage in any activity that is banned by the terms of service and relevant laws, nor shall it violate any general business practices. The Company shall strive to stably provide the service on a steady basis. ② The Company shall implement a security system, as well as a privacy (credit information) policy, in order to help members to safely use the Service. To this end, the Company shall announce and comply with the privacy policy. ③ If the Company acknowledges that members’ views or complaints, filed in connection with the service use, are well-grounded, it shall resolve the issue. In such case, the Company shall use the website board or e-mail to inform the members of how the issue was dealt with and the outcome.

Part 11 Member’s obligations

① Members shall not engage in any of the following activities. 1. Registering false information during application or change of membership profile information 2. Theft of another person’s information 3. Altering information posted by the Company 4. Collecting another member’s personal information or account information 5. Posting advertising information for profit without the prior consent of the Company. 6. Replicating, dismantling, imitating or disfiguring the service through such processes as reverse engineering, decompiling and disassembling. 7. Disrupting the Company’s service through the improper use of the service involving an automatic access program, to overload the Company’s server. 8. Granting the access right to a 3rd party. 9. Infringing the copyright and intellectual property right of the Company and/or a 3rd party. 10. Tarnishing the Company and/or a third Party’s reputation, or interrupting the Company’s business activity 11. Publicizing or posting irrelevant information such as obscene language or violent messages, video or sound 12. Using the Service for profit without the consent of the Company. 13. Other illegal or unjustifiable behavior. ② Members shall comply with the publicized precautions and notifications in relation to the relevant law, Terms and Conditions, guideline and service, and shall not interrupt the Company’s business.

Part 12 Provision of “Service”

① The “Company” currently provides “members” following Services. 1. Messaging Service 2. Social Networking Services 3. Mobile Game 4. BRINICLE Shopping 5. All of kinds of additional Services developed by the Company or other Services providing to “Member” from partner affiliated with the Company ② Company is allowed to ask for verification and registration process to provide “Service”. ③ The Company is allowed to divide Service into a several range of Service and assign an available time for use per each range of service. In such case, a prior notice will be given through the Service. ④ The Company is allowed to suspend Service temporarily as a result of a regular or temporary inspection of the equipment for maintenance or repair or due to other unavoidable causes. In such case, a prior notice will be given to Member. If the Services are suspended due to causes not foreseen by Company, however, the Company will notify “Member” thereof immediately after the Company finds out the causes for the relevant Service suspension. ⑤ “Company” may perform routine maintenance if necessary, and the time of routine maintenance will be notified through the Service.

Part 13 Use and Provision of Personal Location Information

① The Company provides the location-based service by receiving location information from a location information provider which collects the Member’s location information from his or her mobile device. ② The location-based service which the Company provides is described as follows 1. Service Name: Location 2. Service Details: A place-sharing service which sends a Member’s personal current location or any particular location using a map to another member. 3. Charge: No charge for the use of the above location-based service. The Company shall follow a carrier’s service plan for a communication charge ③ “The Company” does not store the Member’s personal location information regarding the location-based service. ④ “The Company” shall not provide the Member’s personal location information to a third party without the Member’s prior consent. If the Company decides to provide the location information to a third party, the Company shall give a prior notice of the third parties to be provided with the Member’s personal information and its purpose. ⑤ “The Company” shall store the Member’s personal location information, use and provision of the location information for a period of 1 year pursuant to the relevant laws and regulations. ⑥ For the Member under the age of 14, legal guardian’s consent must be obtained in order to use the location-based service. If it is found that you have used the location-based service without the legal guardian’s consent, the Company may suspend your use of the location-based service. ⑦ ”The Member” shall have the rights set forth below regarding the location-based service. 1. “The Member” is allowed to revoke all or some of the agreement to the collection, use and provision of personal location information. 2. When customers revoke all or some of the agreement that was signed, the Company shall immediately dispose of the garnered personal location information and the data confirming the use and provision of location information. 3. “The Member” is allowed to view the data described below, or to call on the Company to give notification. Should the Member find that the data has some error, the Member may request correction. In such a case, the Company may not reject the request without justifiable reason. A. Data confirming the collection, use and provision of the Member’s location information B. Details and reason behind the provision of the Members personal location information to the 3rd party based on the law regarding the protection and use of location information or other enactments 4. “The Member” is allowed to demand the rights stipulated in paragraph 1 and 3 by using the Company’s contact point at contact@brinicle.com. ⑧ If the person responsible for protecting Children under the age of 8, Incompetent, Person with a mental disability (registered as disabled in accordance with Article 2 under the Welfare of Disabled Persons Act.) agrees to the collection, use and provision personal location information, the Company shall regard it as the equivalent of the agreement by the person concerned. ⑨ As the provider of the location-based service, the Company has appointed a location information manager as below. Location Information Manager, - Title : COO - Name : Hakhee Lee - Telephone : 82-2-6959-3070 - E-mail : contact@brinicle.com

Part 14 Changing in Service

① If the Company finds it difficult to smoothly provide the service because of a significant decrease in the number of hits, worsening profitability, a rising demand for a shift to a next-generation service following a technological advance, change in corporate policy or location information business related to the provision of the service, problems with overall and legal conditions of the Company and others, the Company is allowed to change, stop or terminate some or all of the service that has been sustained due to operational and technological needs. ② The Company is allowed to change, stop and change some or all of the service that has been provided free of charge when required by policy and operational needs. In such a case, the Company is not required to pay compensation to the members unless stipulated otherwise in the relevant terms. ③ When the Company decides to stop the service or change the content and the manner in which it can be used, the Company shall post the details regarding the content to be changed or intercepted and the reason behind the decision on the Company’s website or announcement board within the range of service or through a DONTALK message or other means available for the members in advance.

Part 15 Provision of information and posting ads

① The Company may provide any information considered necessary for the use of service by means of the announcement board within the range of service, DONTALK message and e-mail. Members may decline to receive the information described above at any time, with the exception of information regarding transactions and answers to customer inquiries. ② The Company may post ads promoting the service through the DONTALK service screen, DONTALK messages and the website.

Part 16 Point

① “Points” along with point name, providing method and usage can be operated flexibly depending on the nature of the promotion. ② The “Company” shall post or announce information regarding “Point” accumulation, usage, expiry date and limits on the “Service” screen or in a separate “Notice” board. ③ Expiry dates on “Points” may differ depending on the nature of the event or promotion. ④ If a “Member” is discovered to use “Points” for fraudulent purposes, the “Company” shall deprive the “Member” of “Points” or cancel his or her membership. ⑤ . If a “Member” unregisters from the “service”, the remaining “Points” will be immediately deleted and cannot be restored when in the event of re-registration. ⑥ .”Member” may request for correction if there is any error regarding “Point” accumulation within a reasonable period of time. After passing through the verification process, the “Company” will notify the results and take corrective actions if necessary. ⑦ The “Company” may suspend “Point” service for operational or technical purposes with prior notice. In such event, remaining “Points” that are not used until the service end date will be deleted.

Part 17. Cake

① “Cake” will be provided to “Member” by the means specified by the Company such as purchases of “Paid Service”. ② “Cake” cannot be exchanged or used for any other purposes other than the ones offered by “Paid Service”. The number of “Cake” required for purchasing of “Paid Service”, payment methods, units, and all other conditions regarding “Cake” will be decided by the Company and displayed accordingly upon the Service. ③ “Cake” may only be used by the account that purchased them. Furthermore, “Cake” cannot be carried over or combined between devices running on different operating systems or “Open Market Operators”, as the types of Cake differ even though they are categorized under the same name.

Part 18. In-App Purchase

① Digital contents(emoticon, theme, gift certificates, Cakes, etc.) offered by “Paid Service” of “Company” include “In-App Purchase” function of “Open Market Operator” based on types of device. “Member” may purchase the digital contents according to “Open Market Operator” policy. ② The Company shall not be responsible for any damages caused by a 3rd party’s “In-App Purchase” which is due to Member’s inadvertence. “Company” shall apply “In-App Purchase” modules or libraries into the Service according to advice of Korea Communications Commission or “Open Market mobile contents billing guidelines” ③ “Company” shall process refunds in accordance with the refund policy of “Open Market Operator” based on types of operating system ④ “Member” may cancel the order of digital contents from the “Paid Service” within seven (7) days from the contract date or the date on which the items is available to use. If “Member” request for the refund, “Company shall return or delete the digital contents the “Member” purchased and process refund within three (3) days from the date on which the required documents received. The “Company” also shall request for “Open Market Operator” to cancel the payment in accordance with the related laws and regulations such as the Act on Consumer Protection in Electronic Commerce, Etc. However, the “Member” may not be entitled to request refund in any of the following cases: 1. If the “Company” cannot return or delete the digital contents since the contents apply to “Service” or the “Member” begins to use. 2. If the “Company” cannot find Member’s “In-App Purchase” payment history from Open Market, or the “Member” violates the Open Market’s refund policy. 3. If the “Member” blindly repeats the refund after the purchase, or request to cancel all orders at once without any appropriate reason. 4. . Any “In-App Purchase” through the “Send Gift” function cannot be refund except for the case where there is a defect. Refund may only be available for the account that purchased them if the digital contents have a defect. 5. Minors or legal guardian may cancel orders via “In-App Purchase” if Minors use “In-App Purchase” without consent from their legal guardian. However, “Member” may not be entitled to request cancellation when a minor’s “In-App Purchase” is made within the range of property which legal guardian allowed him or her to dispose, or a minor deceives into believing he/she is a major. Name of payment method such as credit card or terminal is the criteria of how the Company judges a minor or a major. The “Member” shall submit evidential document depending on the Company needs if request the Minor cancellation.

Part 19 Copyright of Member’s “Posting”

① Members’ postings loaded on the service shall be protected by the Copyright Act., and it will be deemed to have granted an open and permanent license to the “Company” and its partners. The use of the license and the allowable range is as follows: 1. To use, edit, store, copy, modify, transmit, disclose, demonstrate or display in public, distribute the “Posting” for the Company and its partners to operate, improve the “Service” and new service development. 2. To create any derivative works from the “Posting” 3. To broadcast and air postings in order to promote the Company’s service through media or communicators. In such case, the Company shall not provide postings or member information to media and communicators without “member’s” consent. 4. To use the “Posting” as the search result on “Service”. ② If the Company decides to use the Postings for any commercial purposes other than the stated above, the Company shall obtain prior approval from the Members by using telephone or email. ③ “Service” may provide an editing feature for Members to forward, modify, and delete the “Posting”. This shall means that Member allows other members to use his or her posting on the service. ④ The license will survive for the purpose of the operation, improvement and promotion of the Services and the development of new DONTALK services even after the Member cease to use the Services or the membership is canceled under Part 19. ⑤ The Company, when necessary to promote the service policy or integrate different websites operated by the Company, is allowed to change or relocate the postings and to provide service by sharing websites without altering the details of the postings. When the Company decides to relocate, change or share the postings, prior notice shall be sent.

Part 20 Management of the member’s “Posting”

① When a member’s postings contain material infringing the Information Communication Network Act and the Copyright Law, the party concerned is allowed to request the suspension or deletion of the postings in accordance with the procedure stipulated in the relevant law. The Company, meanwhile, shall take actions in accordance with the relevant law. ② The details and conditions shall be based on “Suspension Request” by the Company under the Information Communication Network Act and the Copyright Law, - Suspension Request : http://dontalk.brinicle.com ③ Even when the party concerned makes no request based on the previous paragraph, tentative actions shall be taken when any act of rights infringement is found or when corporate policy or relevant law is breached. However, “Company” is under no obligation to review all Postings. 1. When violets public policy or relevant laws with obscene and violent contents 2. When tarnishes a third party’s reputation. 3. When repeatedly traduces “Service” of Company and tarnished its reputation for malevolent purposes.

Part 21 Assignment of “Service” rights

① The copyright and intellectual property rights to the service shall be held by the Company, except for members’ postings and writings provided in accordance with the partnership contract. ② The copyright and intellectual property right to the design of the service provided by the Company, text developed by the Company, script, graphic and transmission feature shared among members, all kinds of trademarks of the service provided by the Company, service marks and logo shall belong to, be used and possessed by the Company based on the laws of the ROK and other countries. ③ The Terms and Conditions do not entitle the members to ownership of the service and copyright of the writings. Thus, the members shall seek approval from the Company for the service use. Members are allowed to use the service only for the purpose of obtaining information or personal purposes. ④ Members are not allowed to use, replicate and distribute member information gained through the use of service for commercial purposes other than the purposes explicitly stipulated. In addition, members are not allowed to replicate and distribute texts, scripts and graphics using a transmission feature shared among the members. ⑤ The Company, in relation to the service, grants members a user account, ID and content based on specified conditions. Members shall not transfer, sell or mortgage these.

Part 22 Termination and cancellation of the agreement

① Termination of agreement by “Member” 1. The Members are allowed to cancel the agreement to the service use at any time through the “Setting” menu on the Service screen 2. The Member who cancels the agreement stated above is allowed to re-register as “Member” based on the policy by the Company. ② Termination of agreement by “Company” 1. “Company” may cancel the agreement in any of following reasons: A. If a “Member” is found to tarnish “Company”, other members or a third party’s reputation, or violate relevant raw or public policy. B. If a “Member” is found to foster mistrust of “Service” of the Company with unconfirmed information. C. If a “Member” is found to attempt to interfere with “Service” of the Company. D. If the “Company” believes that it is necessary to refuse to provide the Service based on reasonable judgments. 2. The Service agreement shall be terminated when the Member is informed the revocation of the agreement by “Company”. In such case, the Company shall give a notification through email, telephone or other means. ③ When the agreement is terminated, the following information of Member including “Point” shall be deleted. The deleted information is not be restored when re-register. 1. My profile: Name, ID, Photos, Status message, etc. 2. Friends: Friends list, Recommend list, Block list, etc. 3. Gifts: Own gifts, Received gifts 4. My Point: Accumulated Points (Not Expired Points) 5. Items: Own items, Received items. 6. Chat history 7. Other information set by Member. ④ The Company shall not be held responsible for any loss caused by the termination of Service agreement.

Part 23 Restricted use

① The Company is allowed to progressively restrict the member’s service use by imposing a warning, suspension and a permanent suspension order, if a “Member” engages in any of following reasons. 1. If the Member is found to register false information during application or change of membership profile information 2. If the Member is found to violate the policy of e-commerce interrupting other Members’ Service use or stealing other’s information. 3. If the Member is found to engage in any activity that is banned by the terms of service and relevant laws through the Company. 4. If the Member is found to temper with a billing information using “Paid Service” to pay less than the normal amount. 5. If the Member blindly repeats the refund and purchase of “Paid Service”. ② If a member is found to commit ID, payment and telephone number theft in violation of the Citizen Registration Act, to perpetrate illegal communication and hacking in infringement of the Information and Communication Network Act, to distribute malicious software and to exceed the given access right, the Company is allowed to impose a permanent suspension order without taking any of the steps described above. Once the permanent suspension order is placed, every benefit including “Point” that followed the service use will be void. The Company shall not be held responsible for any resulting damages. ③ A member may appeal the Company’s decision to restrict service use by following the steps specified by the Company in relation to the restriction of the service use. If the Company acknowledges that the appeal raised is justifiable, the Company shall immediately allow the member to restart the service use.

Part 24 Restriction of accountability

① If the Company can’t afford to provide service due to natural disaster or other inevitable reasons, the Company shall be exempt from the accountability for the failure to provide the service. ② The Company shall not be held responsible for the reliability and accuracy of information, data and facts posted by members in relation to the service. ③ The Company shall be exempt from responsibility for transactions that occur among members or between members and a third party. ④ The Company shall not be held accountable for the use of free-of-charge service unless the relevant law stipulates otherwise. ⑤ The Company has no obligation to monitor the details and quality of products promoted by a 3rd party through the screen or linked website on the service, nor shall it be held accountable for them. ⑥ The Company, the management and the agencies shall not be held responsible for any loss caused by any of the following conditions. 1. Loss caused by falsified or inaccurate member information 2. Loss caused by disrupted access to service and service use, whatever the nature and the background is 3. Loss caused by a third party’s illegal access to service or unauthorized use of the server 4. Loss caused by a third party’s move to interrupt or suspend the transmission to and from the server 5. Loss caused by any kind of virus, spyware and other malicious software that a 3rd party illegally transmits and distributes using the service 6. Loss caused by any error, skip, omission and destruction of transmitted data 7. Loss caused any civil and criminal lawsuits related to libel and other illegal acts committed in the course of registering member information and using the service

Part 25 The Company’s contact point

The Company’s corporate title, address, telephone number and other contact points are described as follows. 1. Corporate Title: BRINICLE,Inc. 2. Address: 27, Hakdong-ro 50-gil, Gangnam-gu, Seoul, Korea (Zip Code: 135-830) 3. Customer Service: 82-2-6959-3071

Part 26 Governing law and jurisdiction

This Terms and Conditions shall be settled and interpreted based on ROK law. Any legal dispute between the Company and a Member shall be decided by the court with civil jurisdiction. Appendix. Announcement date: August 1th 2014 Effective date: September 1th 2014