Terms & Conditions

KpopAgent Online B2B Service

Article 1 (Purpose)

These Terms and Conditions set forth the rights, obligations, and responsibilities between resellers (hereinafter the “Partner”) and the online B2B service (hereinafter the “Service”) provided through KpopAgent.com or the KpopAgent mobile applications (hereinafter the “Digital Access Media”) operated by KPop Agent Co., Ltd.

Article 2 (Definitions)

1. “Partner” means a business entity that uses the Service through the Digital Access Media and operates a retail resale business outside the Republic of Korea.
2. “Service” means the virtual place of business established by KpopAgent, using information and communications facilities such as computers, to transact goods, services, or cloud services (hereinafter “Goods, etc.”) with Partners.
3. “Credit” means an amount arising from a refund or similar cause that is deposited into the Partner’s KpopAgent account so that it may be applied toward all or part of the payment for a subsequent order.

Article 3 (Posting, Explanation, and Amendment of the Terms and Conditions)

1. The “Service” shall post the contents of these Terms and Conditions, its trade name, the name of its representative, the address of its place of business (including the address at which Partner complaints may be handled), telephone number, e-mail address, and business registration number at the bottom of the initial screen of KpopAgent.com so that Partners can easily find them; provided that the full text of the Terms and Conditions may be made available to Partners through a linked screen.
2. Before a Partner agrees to these Terms and Conditions, the “Service” shall provide a separate screen or pop-up screen so that the Partner can understand important matters set forth herein, such as cost information, the Partner’s responsibilities, and delivery conditions.
3. The “Service” may amend these Terms and Conditions to the extent that such amendment does not violate the relevant laws of the Republic of Korea governing business-to-business transactions, including the Commercial Act, the Act on the Regulation of Terms and Conditions, the Framework Act on Electronic Documents and Transactions, the Electronic Financial Transactions Act, the Digital Signature Act, and the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc.
4. When the “Service” amends these Terms and Conditions, it shall announce the effective date and the reasons for the amendment, together with the current Terms and Conditions, on the initial screen of the Service from seven (7) days prior to the effective date until the day before the effective date; provided that, where the amendment is unfavorable to Partners, it shall be announced with an advance grace period of at least thirty (30) days. In such case, the “Service” shall clearly present a comparison of the provisions before and after the amendment so that Partners can easily understand the changes.
5. Where the “Service” amends these Terms and Conditions, the amended Terms and Conditions shall apply only to contracts concluded on or after the effective date, and the provisions in effect prior to the amendment shall continue to apply to contracts already concluded before that date; provided that, if a Partner who has already concluded a contract notifies the “Service”, within the announcement period under Paragraph 4, of its intention to be governed by the amended provisions and obtains the consent of the “Service”, the amended provisions shall apply.
6. Matters not provided for in these Terms and Conditions and the interpretation hereof shall be governed by the laws applicable to business-to-business electronic commerce, the Act on the Regulation of Terms and Conditions, other relevant laws, or the commercial practices established by the Korea Fair Trade Commission.

Article 4 (Provision and Change of the Service)

1. The “Service” performs the following tasks:

   ① Provision of information on Goods or services and conclusion of purchase contracts

   ② Delivery of Goods or services for which a purchase contract has been concluded

   ③ Other tasks determined by the “Service”

2. In the event that Goods or services are sold out or their technical specifications are changed, the “Service” may change the Goods or services to be provided under contracts to be concluded in the future. In such case, the “Service” shall specify the changed Goods or services and the date of provision, and shall post such information where the current Goods or services are posted or notify the Partner thereof.
3. If the “Service” changes the contents of the service contracted with a Partner due to reasons such as the Goods, etc. being sold out or a change in technical specifications, it shall immediately notify the Partner of the reason at the e-mail address at which the Partner can be reached.
4. Where, due to the nature of B2B services, the full variety of Goods, services, or cloud services cannot be supplied, the “Service” may, at its discretion, adjust the details of the services supplied to the Partner so that they differ from the Partner’s order details. In such case, if the transaction cost differs as a result of the changed services, the Partner shall either remit the additional cost or receive services only up to the amount previously remitted. A Partner not satisfied with these conditions may request a full or partial refund, and the international remittance fees required for the refund shall be borne by the Partner; provided that, where the amount to be refunded is smaller than the remittance fee (e.g., USD 100 or less), the Partner may choose to keep such amount in its KpopAgent Credit account, without remittance, for use in a subsequent order.

Article 5 (Suspension of the Service)

1. The “Service” may temporarily suspend the provision of the Service in the event of maintenance, inspection, replacement, or breakdown of information and communications facilities such as computers, or interruption of communications.
2. The “Service” shall not be liable for damages suffered by a Partner or any third party due to a temporary suspension of the Service for any of the reasons set forth in Paragraph 1.
3. If the Service can no longer be provided due to a change of business line, abandonment of business, merger between companies, or similar reasons, the “Service” shall notify Partners in the manner set forth in Article 8 and shall take necessary measures, including compensation, in accordance with the conditions originally presented by the “Service”.

Article 6 (Partner Registration)

1. A Partner applies for registration by completing the Partner information in accordance with the registration form prescribed by the “Service” and expressing its intention to agree to these Terms and Conditions.

2. The “Service” shall register an applicant as a Partner unless the applicant falls under any of the following:

   ① Where the applicant is not a business entity that purchases and resells Goods, etc., but an end consumer that consumes them directly

   ② Where the applicant has previously lost Partner status pursuant to Article 7, Paragraph 3 of these Terms and Conditions; provided that this shall not apply where three (3) years have elapsed since the loss of status under Article 7, Paragraph 3 and the applicant has obtained the consent of the “Service” for re-registration

   ③ Where the registration details contain false information, omissions, or errors

   ④ Where it is determined that registering the applicant as a Partner would significantly impede the operation of the “Service”

3. The Partner registration contract is deemed concluded at the time the acceptance of the “Service” reaches the applicant.
4. If there is any change in the matters registered at the time of Partner registration, the Partner shall notify the “Service” of such change within a reasonable period by updating its Partner information or by other means.

Article 7 (Partner Withdrawal, Loss of Status, etc.)

1. A Partner may request withdrawal from the “Service” at any time, and the “Service” shall process the withdrawal immediately.

2. If a Partner falls under any of the following, the “Service” may restrict or suspend the Partner’s status:

   ① Where false information was registered at the time of application

   ② Where the Partner fails to pay, by the due date, debts borne by the Partner in connection with the use of the “Service” or the price of Goods, etc. purchased through the “Service”

   ③ Where the Partner threatens the order of electronic commerce, such as by interfering with another person’s use of the “Service” or misappropriating another person’s information

   ④ Where the Partner uses the “Service” to engage in acts prohibited by law or by these Terms and Conditions, or contrary to public order and morals

3. After the “Service” has restricted or suspended a Partner’s status, the “Service” may revoke the Partner’s status if the same act is repeated two or more times or the cause is not cured within thirty (30) days.
4. If the “Service” revokes a Partner’s status, the Partner’s registration shall be cancelled. In such case, the “Service” shall notify the Partner and provide an opportunity to explain, allowing a period of at least seven (7) days prior to the cancellation of registration.

Article 8 (Notice to Partners)

1. When the “Service” gives notice to a Partner, it may do so at the e-mail address designated in advance by the Partner in agreement with the “Service”.
2. For notices to unspecified multiple Partners, the “Service” may substitute individual notice by posting the notice on the “Service” bulletin board or in a pop-up window for at least one (1) week; provided that individual notice shall be given for matters that materially affect a specific Partner’s transactions.

Article 9 (Purchase Application and Consent to Provision of Buyer Information, etc.)

1. A Partner applies for purchase on the “Service” by the following or a similar method, and the “Service” shall provide each of the following in an easy-to-understand manner when the Partner applies for purchase:

   ① Search and selection of Goods, etc.

   ② Entry of the recipient’s name, address, telephone number, and e-mail address (or mobile phone number), etc.

   ③ Confirmation of the contents of these Terms and Conditions, the Goods, etc. for which order cancellation is restricted, and the allocation of costs such as shipping and installation fees

   ④ An indication of agreement to these Terms and Conditions and confirmation or rejection of the above matters (e.g., mouse click)

   ⑤ Application for the purchase of Goods, etc. and confirmation thereof, or consent to confirmation by the “Service”

   ⑥ Selection of payment method

2. Where the “Service” needs to provide buyer information to a third party, it shall notify the buyer of, and obtain the buyer’s consent to, 1) the recipient of the personal information, 2) the recipient’s purpose of use of the personal information, 3) the items of personal information to be provided, and 4) the recipient’s period of retention and use of the personal information. (The same applies where any matter so consented to is changed.)
3. Where the “Service” entrusts the handling of a buyer’s personal information to a third party, it shall notify the buyer of, and obtain the buyer’s consent to, 1) the person entrusted with the handling of the personal information and 2) the scope of the entrusted work. (The same applies where any matter so consented to is changed.) However, where such entrustment is necessary for the performance of the contract for the provision of the Service and relates to the enhancement of the buyer’s convenience, the notification and consent procedures may be omitted by giving notice through the privacy policy in the manner prescribed by the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc.

Article 10 (Formation of the Order Contract and Taxes Arising from the Contract)

1. The “Service” may decline to accept a purchase application under Article 9 in any of the following cases:

   ① Where the application contains false information, omissions, or errors

   ② Where an end consumer that is not a reseller seeks to purchase Goods, etc.

   ③ Where the price has not been paid in full

   ④ Where it is otherwise determined that accepting the purchase application would significantly impede the “Service” technically or operationally

2. An “Order” shall be processed as an order only where, after the Partner has submitted its purchase request list or similar, payment of the full amount has been completed through a payment method such as bank transfer, PayPal, or Payoneer; the mere submission of a purchase request list or similar shall not be deemed an Order.
3. The order contract is deemed concluded at the time the acceptance of the “Service” reaches the Partner in the form of the acknowledgment of receipt under Article 12, Paragraph 1.
4. The expression of acceptance by the “Service” shall include confirmation of the Partner’s purchase application, availability for sale, and information on correction or cancellation of the purchase application; provided that, where it is not easy to ascertain inventory due to the nature of the wholesale service, the “Service” may unilaterally cancel a purchase order on the ground of insufficient stock.
5. Customs duties, value-added tax, and other taxes, public charges, and customs clearance costs arising in the Partner’s country in connection with the importation of the Goods, etc. shall be borne by the Partner.

Article 11 (Payment Method and Payment Amount)

1. Payment for Goods or services purchased through the “Service” may be made by any of the following methods, as available:

   ① Overseas bank transfer

   ② Remittance using a fintech overseas remittance service (PayPal, Payoneer, etc.)

   ③ Payment by other electronic payment methods, etc.

2. Where separate remittance fees are incurred for a given payment method, all such fees shall be borne by the Partner. In the case of overseas bank transfer, all remittance fees (local bank fees, SWIFT fees, and fees of the receiving bank in Korea) shall be borne by the Partner.
3. The contract shall be deemed concluded with respect to the order details only when the entire invoiced amount has been deposited. If the total amount is not deposited due to unexpected remittance fees or similar causes, only Goods corresponding to the amount finally deposited shall be supplied to the Partner.

Article 12 (Acknowledgment of Receipt; No Changes to Purchase Applications)

1. Upon receiving a purchase application from a Partner, the “Service” shall send the Partner an acknowledgment of receipt. A purchase application (Order) shall be deemed received and confirmed when the price has been paid in full.
2. The acknowledgment of receipt is delivered through the screen displayed on the access medium or by e-mail. If correction is required due to an inconsistency in the expression of intent or similar cause, the Partner may request cancellation without delay, but only on the day of the order.
3. Due to the nature of inventory management in the wholesale business, the order details of a retail Partner cannot be changed from the day after the order date, and the Partner is responsible for its order details.

Article 13 (Supply of Goods, etc.)

1. Unless otherwise agreed with the Partner regarding the timing of supply of the Goods, etc., the “Service” shall take the measures necessary—such as bringing in and packaging the Goods—so that the Goods, etc. can be shipped within ten (10) days from the order date or by the supply date notified to the Partner in advance.
2. The “Service” shall specify, for the Goods purchased by the Partner, the delivery method, the party bearing the delivery cost, and the estimated delivery period for each method.
3. Due to the nature of international shipping, the “Service” shall not be liable for delays in local delivery, or for loss of or damage to shipments, caused by a local delivery company outside the Republic of Korea.
4. Where delivery is carried out by a method determined and arranged by the Partner rather than a delivery method provided by the “Service”, the Partner shall be responsible for such supply.

Article 14 (Refund)

Where the Goods, etc. for which a Partner has applied cannot be delivered or provided due to reasons such as being sold out, the “Service” shall notify the Partner of the reason without delay and shall, within five (5) business days from the date on which it became aware of the reason or the date on which the Partner requested a refund, either make the refund or, at the Partner’s option, deposit the amount as Credit for use in a subsequent purchase. The allocation of international remittance fees for refunds shall be governed by Article 4, Paragraph 4.

Article 15 (Order Cancellation, etc.)

1. The Partner understands the characteristics of transactions between a wholesale service provider and retail businesses, and may cancel an order only on the day of the order; provided that Goods, etc. designated in advance by the “Service” as non-cancellable, such as made-to-order or limited-edition items, cannot be cancelled once the order has been received.
2. Notwithstanding Paragraph 1, if the Goods, etc. differ from the contents of the display or advertisement, or the contract has been performed otherwise than as agreed, the Partner may request withdrawal of the order within five (5) days from the date of receipt of the Goods, etc.

Article 16 (Return of Goods Differing from the Order Details)

1. When returning Goods delivered otherwise than as ordered, the Partner shall be responsible for keeping the returned Goods in the condition in which the “Service” dispatched them, and may request a refund of the amount paid to the “Service” after the return is completed.
2. In the case of the return of misdelivered Goods, the costs necessary for returning the Goods received shall be borne jointly by the “Service” and the Partner.

Article 17 (Protection of Personal Information)

1. When collecting personal information from Partners, the “Service” shall collect the minimum personal information necessary to provide the Service.
2. The “Service” shall not collect in advance, at the time of Partner registration, the information necessary for the performance of a purchase contract; provided that this shall not apply where identity verification is required prior to the purchase contract in order to fulfill obligations under relevant laws and the minimum specific personal information is collected for that purpose.
3. The “Service” may not use collected personal information for purposes other than the stated purpose. Where a new purpose of use arises or where the information is provided to a third party, the “Service” shall notify the relevant Partner of the purpose and obtain consent at the stage of use or provision. However, exceptions apply where AI services (ChatGPT, Claude, Gemini, etc.) are utilized to process work for prompt handling of business, or where otherwise provided by relevant laws.
4. Where the “Service” must obtain a Partner’s consent under Paragraphs 2 and 3, it shall specify or notify in advance the matters prescribed in Article 22, Paragraph 2 of the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc., including the identity of the person responsible for personal information management (affiliation, name, telephone number, and other contact information), the purpose of collection and use of the information, and matters related to the provision of information to third parties (the recipient, the purpose of provision, and the content of the information to be provided); and the Partner may withdraw such consent at any time.
5. A Partner may at any time request access to, and correction of errors in, its personal information held by the “Service”, and the “Service” shall be obligated to take the necessary measures without delay. Where a Partner has requested the correction of an error, the “Service” shall not use the relevant personal information until the error has been corrected.
6. The “Service” shall restrict to a minimum the persons who handle Partners’ personal information for the protection of such information, and shall bear full responsibility for damages suffered by a Partner as a result of the loss, theft, or leakage of the Partner’s personal information, including credit card and bank account information.
7. The “Service”, or a third party that has received personal information from it, shall destroy the personal information without delay once the purpose of collection or receipt has been achieved.

Article 18 (Obligations of the “Service”)

1. The “Service” shall not engage in acts prohibited by law or by these Terms and Conditions or contrary to public order and morals, and shall use its best efforts to provide Goods and services continuously and reliably in accordance with these Terms and Conditions.
2. The “Service” shall maintain a security system to protect Partners’ personal information (including credit information) so that Partners can use the Internet service safely.
3. If a Partner suffers damage because the “Service” has engaged in an unfair labeling or advertising act with respect to Goods or services as prescribed in Article 3 of the Act on Fair Labeling and Advertising, the “Service” shall be liable to compensate for such damage.
4. The “Service” shall not send commercial advertising e-mails that the Partner does not wish to receive.

Article 19 (Partner’s Obligations Regarding ID and Password)

1. Except in the cases under Article 17, Paragraph 6, the Partner is responsible for managing its ID and password.
2. The Partner shall not allow any third party to use its ID or password.
3. If the Partner becomes aware that its ID or password has been stolen or is being used by a third party, it shall immediately notify the “Service” and follow the instructions of the “Service”.

Article 20 (Obligations of Partners)

Partners shall not engage in any of the following acts:

1. Registering false information when applying or making changes
2. Misappropriating another person’s information
3. Altering information posted on the “Service”
4. Transmitting or posting information (computer programs, etc.) other than the information designated by the “Service”
5. Infringing intellectual property rights, including copyrights, of the “Service” or any third party
6. Damaging the reputation of, or interfering with the business of, the “Service” or any third party
7. Disclosing or posting obscene or violent messages, images, audio, or other information contrary to public order and morals

Article 21 (Attribution of Copyright and Restrictions on Use)

1. Copyright and other intellectual property rights in works created by the “Service” belong to the “Service”.
2. The Partner shall not, without the prior consent of the “Service”, use for commercial purposes—or allow any third party to use—information obtained through the use of the “Service” by means of reproduction, transmission, publication, distribution, broadcasting, or otherwise.
3. Where the “Service” uses copyright belonging to a Partner in accordance with an agreement, it shall notify the relevant Partner.

Article 22 (Dispute Resolution)

1. The “Service” operates a Partner manager to reflect legitimate opinions or complaints raised by Partners and to handle compensation for damages.
2. The “Service” shall handle complaints and opinions submitted by Partners with priority; provided that, where prompt handling is difficult, it shall immediately notify the Partner of the reason and the expected processing schedule.
3. Disputes between the “Service” and a Partner shall be determined on the basis of these Terms and Conditions. Disputes with a Partner not addressed in these Terms and Conditions may be submitted to mediation by a dispute mediation body in the Republic of Korea.
4. In the interpretation and application of these Terms and Conditions, the Korean version shall prevail in the event of any discrepancy between the Korean and English versions.

Article 23 (Jurisdiction and Governing Law)

1. Any lawsuit concerning a business-to-business dispute arising between the “Service” and a Partner shall be brought before the competent court under the Civil Procedure Act of the Republic of Korea.
2. The laws of the Republic of Korea shall apply to electronic commerce lawsuits filed between the “Service” and Partners.
3. As the Partner is a business entity that resells Goods, etc., and not an end consumer that ultimately consumes them, the Partner does not fall within the scope of the consumer protection laws of the Republic of Korea. Disputes concerning transactions between the “Service” and the Partner shall be adjudicated by the courts of the Republic of Korea in accordance with the general commercial laws applicable to business-to-business transactions.