Terms of Service

General Terms of Service

These Terms of Service apply to users (hereinafter referred to as “You”) of services provided by NextDrive  Co., Ltd. and its Controlled and subsidiary companies (hereinafter collectively referred to as the “Company”), including but not limited to the website https://www.nextdrive.io/ and its subdomains, IoE Suite Ecogenie+, IoE Suite Developer, EneSense, etc. (hereinafter referred to as the “Website”), Ecogenie APP, Ecogenie+ APP, IOEn Connect APP, etc. (collectively referred to as “NextDrive APP”), as well as any present or future services provided by the Company, including websites, platforms, products, applications, etc. (hereinafter collectively referred to as the “Service”). To defend your rights, please carefully read and fully understand all the contents of these Terms of Service before applying for membership or using the Service, to collectively uphold the security of the website’s information and service quality.

 

Before using the Service, you must declare and warrant that you have full legal capacity or are an authorized person capable of reading, understanding, and effectively agreeing to the terms of these Terms. If you have not reached the legal age or have not obtained sufficient authorization, you must obtain the consent, understanding, and agreement of your parents, legal guardians, or other authorized persons to read and understand these Terms and any subsequent modifications or changes before using or continuing to use the Service. When you use or continue to use the Service, it is deemed that you have obtained the aforementioned consent, permission, and authorization.

 

 

Article 1 (Definitions):

 

Except for the defined terms below, the terms used in these terms and conditions shall have the meanings defined in these terms and conditions.

 

  1. “This Agreement” refers to the contract entered into between you and the Company, and both parties agree to its terms and conditions as its content.

  2. “Subscription” refers to your right to use services or content within a certain period or according to other usage standards.

  3. Controlled and subsidiary affiliated companies” refers to companies with substantial control and subsidiary relationships under IFRS rules.

  4. “User” refers to individuals or entities that provide the Company with your ID and password (in cases where identity verification is required) in accordance with the requirements of this Agreement. You include our employees, consultants, agents, representatives, as well as third parties who have business dealings with us.

  5. “Service” refers to the products and services constituting the Internet of IOEP management system provided to you for purchase, free provision, or free trial within the framework of this Agreement; it refers to products and services provided in accordance with the terms of this Agreement. The term “Service” does not include the content or applications provided by the other third party.

  6. “Paid Service” refers to services charged directly, distinct from free services or services provided as free charges.

  7. “Free Service” refers to services provided without directly compensating for the use, excluding trial services.

  8. “Test Service” refers to services or features provided to the Company for trial use without additional fees, including testing, pilot projects, limited releases, and development services. It refers to product preview versions, non-production versions, evaluation versions, or similar designations specified explicitly.

  9. “Free Trial” refers to features equivalent to or more limited than paid services, available for a limited time without additional fees.

  10. “Target Device” refers to smart meters, gateways, or other terminals developed and manufactured by the Company, or end-users products linked to them.

  11. “Target Application” refers to smartphone applications with communication functions developed and distributed by the Company. Applicable applications include those developed and released by the Company.

  12. “End User” refers to individuals who install devices or use applications covered by the Service in buildings they own (e.g., homes).

  13. “Raw Data” refers to electronic data and information obtained by the Company from end users through covered devices and applications.

  14. “Malicious Code” refers to any code, file, script, agent, or program intended to cause harm, including viruses, worms, time bombs, and trojan horses.

  15. “Market” refers to websites or application software that serve as online directories or app directories collaborating, connecting, or interconnecting with the Service.

  16. “Content” refers to information obtained by the Company from public information sources or its business partners, which is provided to users through this service.

  17. “Third-party applications” refer to internet, mobile, offline, or other application software provided by users or affiliated companies, published in the market, with functionalities that complement the services of this service. This refers to completed tasks.

  18. “Provider” refers to the Company that provides content or third-party applications through the market or other means.

 

Article 2 (Company’s Service):

 

The Company provides the following services by referring to this Agreement and related rules (NextDrive Information Security Policy) and provides them to you in accordance with the explanations below.

 

  1. Paid Service:

    1. For charged services, the Company will provide support according to the ISO 27017 standards related to accuracy, reliability, completeness, and security. If purchased separately, there is no additional charge for upgrading support.

    2. The Company will make commercially reasonable efforts to provide online paid services 24 hours a day, 7 days a week, except for the following circumstances:

      1. Planned downtime due to periodic checks, system updates, etc. (hereinafter referred to as “Planned Downtime”) for which the Company shall notify you in advance according to the plan.

      2. Situations beyond the reasonable control of the Company, such as natural disasters, government actions, floods, fires, earthquakes, riots, acts of terrorism, strikes, or other labor disputes (excluding those involving the Company’s employees), internet disruptions; interruptions caused by service provider failures or delays, third-party applications, or denial of service (DoS) attacks, etc.

  2. Test Service:
    The Company may provide free charged trial services to you from time to time.

 

  1. Free Trial:
    The Company may, from time to time, offer all or part of the features of paid services in the form of a free trial for you to use within a limited time. You can decide whether to use the free trial. The Company may terminate the provision of the free trial without further notice.

 

  1. Free Service:
    The Company may, from time to time, provide certain features as free charged services. The Company may terminate the provision of free charged services without further notice.

The Company may discontinue part or all of the Service at any time. However, if it is necessary to terminate part or all of the Service, the Company shall notify you at least three months before termination. Even if it is impossible to notify you three months in advance for unavoidable reasons, the Company shall notify you as soon as possible. The Company assumes no responsibility for any consequences arising from the termination of part or all of the Service.

 

Article 3 (Use of Service and Content):

 

Article 3 (Use of Services and Content)

 

  1. Subscription
    Unless otherwise specified in this agreement, subscriptions here shall be fully compliance with the following terms.

    1. Refer to Article 11 (Contract Term) and Cancellation for information regarding renewal and subscription cancellation.

    2. Paid services and access to content are purchased as a part of a subscription.

    3. Additional subscriptions for paid services may be added during the subscription period at the same price as the base subscription, and the total amount will be equal to or greater than the subscription price valid at the time of adding the subscription. Amounts will be prorated for the remaining period of the contract term.

    4. Any additional subscriptions shall terminate on the same day as the base subscription. You agree that your purchase is not based on the provision of any future features, nor does it depends on any oral or written external comments made by the Company regarding future features.

  2. Usage Limits
    Access to services and content is subject to usage limits specified in this agreement unless otherwise stated.

    1. You may not access the services or content beyond the quantity specified in this agreement.

    2. Your password must not be shared with any other individuals.

    3. Unless specified otherwise in the agreement, if you cease using the services or content, your ID may be reassigned to a new individual to replace you.

If you exceed the agreed-upon usage limits, the Company may negotiate with you to ensure compliance with the usage limits and reduce your usage. If, despite the Company’s efforts, you cannot or are unwilling to comply with the contractually stipulated usage limits, the Company may terminate the subscription for applicable services or content immediately upon its request. You shall sign additional usage agreements or pay the bills upon any invoices for excess usage as outlined in the “Billing and Payments” section below.

  1. User Responsibilities

You shall undertake the following obligations:

  1. Ensure that you also comply with equivalent obligations under this agreement. If your actions violate your obligations under this agreement, the Company may consider such actions as a breach contributed by you.

  2. Be responsible for the interoperability of data provided by the Company through this service and applications provided by companies other than the Company that are used in conjunction with this service or content.

  3. Make commercially reasonable efforts to prevent unauthorized access or use of the services and content and immediately notify the Company upon discovering any unauthorized access or use.

  4. Use the services and content only in accordance with this agreement, related rules, laws, and regulations.

  5. Comply with the terms and conditions of service for applications provided by companies other than the Company that are used in conjunction with this service or content. If the Company determines that your use of this service, in violation of the above provisions, poses a threat to the security, integrity, or availability of the service, the Company may immediately suspend the service. However, this is subject to your making commercially reasonable efforts to notify us before any such suspension and providing us with an opportunity to rectify the violation or threat.

  1. Usage Restrictions
    You may not engage in the following activities:

    1. Provide services, content, or Company data to anyone other than yourself or your affiliated companies, or provide services, content, or Company data for the benefit of anyone other than yourself or your affiliated companies. This does not apply to developing third-party applications in your name or as explicitly specified in the contract.

    2. Sell, resell, license, sublicense, reuse, distribute, offer, rent, or lease services, content, or data of the parties, or use the services or content as part of your own services. However, this does not apply unless explicitly agreed upon in the contract.

    3. Store or transmit through this service or third-party applications any content that infringes, defames, or is otherwise illegal or unlawful, or content that infringes on the privacy rights of third parties.

    4. Store or transmit malicious code using the services or third-party applications.

    5. Interfere with or disrupts the integrity or performance of the services or your data.

    6. Attempt to access services, content, data of the parties, or systems or networks related thereto without authorization.

    7. Directly or indirectly access or use services, content, or data beyond the usage limits specified in the contract or allowed by this agreement. Use any service to access or use the Company’s data provided other than for the intended purpose.

    8. Modify, copy, or create derivative works based on this service or any part thereof, its features, functions, or user interface.

    9. Copy content or Company data beyond what is allowed by this agreement.

    10. Do not duplicate or transmit all or part of the service, content, or party data (hereinafter referred to as “Copying, etc.”). However, this does not include cases permitted by the contract.

    11. Unless permitted by Law, reverse engineer, or access services, content, or data of the parties for the purpose of:

      1. Creating products or services that compete with the service.

      2. Creating products or services with ideas, features, functions, or graphics similar to the service.

      3. Copying any ideas, features, or graphics of the service.

      4. Determining whether the service is protected by any patents.

Delete content, Company data, or third-party applications for the purpose of avoiding content, Company data, or third-party applications violating laws and regulations, infringing on third-party rights, or violating this agreement or related rules. Upon receiving a notice to delete, modify, or invalidate content, data, or third-party applications, the Company shall take prompt action. Third parties with the authority to delete content, data, or third-party applications may also request you to delete content, data, or third-party applications, or if the content, data, or third-party applications provided to you violate applicable laws or regulations or infringe on third-party rights, the Company may suspend the relevant services.

 

 

 

Article 4 (Products and Services Provided by Parties Other Than the Company):

 

  1. Products and Services Provided by  the Third Party Other Than the Company

The Company or the provider may offer you the products or services of the provider through the market or other means. Any acquisition of such products or services by you, as well as the data transmission between you and any provider, product, or service, is solely conducted between you and the applicable provider. Unless expressly specified otherwise in this agreement, the Company shall not use any applications or services provided by a third party other than the Company, regardless of whether the Company provides “certification” or other instructions or designations. The services provided by third parties. In case, the Company utilizes third-parties’ applications. The Company is not responsible for access to the above applications or third parties.

  1. Integration with Products and Services Provided by the third Parties Other Than the Company

The service may have features designed to interoperate with third-party applications provided by providers other than the Company. The Company cannot guarantee the continuous availability of service features, including the manner in which applications provided by providers other than the Company make such third-party applications available to you in an acceptable manner. If the Company discontinues interoperability with features corresponding to the service (including but not limited to), the Company may cease providing that feature, and you shall be responsible for discontinuing that feature, with no entitlement to any refund, reduction in fees, or other compensation.

 

Article 5 (Fees and Payments):

 

  1. Fees
    You are required to pay all fees specified in this agreement. Unless otherwise specified in this agreement, the fees are subject to the following provisions:

    1. Fees are based on the subscription to services and content, and fees will be incurred regardless of whether you actually use the service.

    2. Payment obligations are irrevocable for any reason and do not allow for the refund of fees already paid.

    3. The subscribed quantity purchased during the applicable subscription period may not be reduced.

  2. Billing and Payment

The Company shall issue an invoice for fees to you in accordance with the contract before the applicable deadline. Unless otherwise specified in the contract, fees shall be paid on the last day of the month following the invoice date (or the last business day if the last day is not a business day of the financial institution). You are obligated to provide the Company with complete, accurate billing, and contact information and notify the Company of any changes to such information.

  1. Payment Delay
    If you have not received any invoice amount by the due date, without limiting your other rights and remedies, you may take one or both of the following actions:

    1. Late interest of 1.5% per month (18% per annum, calculated on a daily basis for 365 days) will be charged on the unpaid balance from the payment due date until the date of receipt of the full amount.

    2. Provide a shorter payment period than specified in the “Billing and Payment” section above; make it a condition for future subscription renewals and agreements.

  2. Suspension of Service and Resulting Loss of Profit

If you fail to fulfill the financial obligations under this agreement or any other separate service contract beyond 30 days past the due date, the Company shall have, but not limited to, the right to any other rights and remedies. You may lose time benefits for all or part of the unpaid obligations under this agreement, and all such obligations shall become immediately due. Additionally, the Company may suspend providing services to you until the full payment of the amount.

  1. Payment Disputes

If you dispute the invoice amount issued by the Company, you should notify the Company in writing within five working days. If you exceed this dispute period, there will be no dispute regarding the invoice amount. If you reasonably and in good faith dispute the applicable invoice amount and are cooperating to resolve the dispute, the Company shall not exercise the rights of “Delayed Payment” or “Service Suspension” and loss of profit for the period.

  1. Tax

Any taxes, duties, or similar government charges (such as sales tax, value-added tax, sales tax, etc.) imposed by any government agency in any country or region shall be borne by you and are not included in the prices reported by you. You are responsible for paying all taxes related to your purchases under this agreement. If the Company has a legal obligation to pay or collect any taxes, etc., for which you are responsible under this clause, the Company shall invoice you for that amount, and the Company shall pay that amount.

 

Article 6 (Intellectual Property and Authorization):

 

  1. Reservation of Rights

The Company and its affiliates, the persons granting rights to it, and the providers of the content shall reserve all rights and interests in the service, Company data, and content (including all related intellectual property mentioned above) mentioned by all parties concerned. (Including all rights). Except for the limited rights expressly granted in this agreement, this agreement does not grant you any rights.

  1. Access to Data or Content

During the term of this agreement and the subscription period that includes the right to access such data or content, you may access data or content through the service. Authorized to you and you grant authorization. In accordance with the terms of this agreement and other terms and conditions established by the Company, you and you may use the Company’s data or content. Except as provided in this agreement and related terms, the Company shall not transfer, assign, or license any rights related to the Company’s data to you.

  1. Your License to the Company

You may provide the service to the Company, and the Company may, in accordance with the following provisions, host, replicate, use, transmit, and display the code of applications created by you through the service or third-party applications created by third parties commissioned by you. The Company hereby grants you a permanent, irrevocable, royalty-free, and re-licensable license. If you integrate third-party applications with the service, you will be provided with the third-party application and its supplier grant you access to information about your use of the third-party application. In addition to the limited license granted in this section, you will not acquire any rights or interests in third-party applications or such code from us or from anyone granting us rights under this agreement.

  1. Use of Your Feedback

You shall provide all suggestions, improvement requests, proposals, corrections, or other feedback regarding the operation of the service by the Company or its affiliates. Grant you a global, permanent, irrevocable, royalty-free, and re-licensable license to use the service and incorporate the service into your or your affiliates’ services.

  1. Company’s Intellectual Property

The patent rights and other intellectual property rights (including but not limited to the rights related to the database copyright data) related to the service and your data, as well as the intellectual property rights created based on the service, are owned by the Company. All the intellectual Property rights and the like created based on the Company’s data are attributed t to the inventors .

 

 

 

Article 7 (Confidentiality):

 

  1. Confidential Information

In this agreement, “Confidential Information” refers to technical information and other information related to this agreement disclosed by the disclosing party (hereinafter referred to as the “Disclosing Party”) to the receiving party (hereinafter referred to as the “Receiving Party”). This includes but is not limited to the contract, production methods, procurement information, your information, supplier information, models at various development stages, fixture technical information, product standards (specifications), process diagrams, manufacturing processes, performance sheets, source code, etc. However, the information specified in the following items does not constitute confidential information:

  1. Information is known to the receiving party at the time of disclosure by the disclosing party.

  2. Information that is publicly known at the time of disclosure by the disclosing party, regardless of whether the recipient violates confidentiality provisions.

  3. Information that becomes publicly known after disclosure by the disclosing party. However, this does not include information intentionally or unintentionally disclosed by the recipient.

  4. Information obtained by the recipient from a third party with legal rights and no confidentiality obligation to the disclosing party.

  5. Any content developed or created independently by the recipient without reliance on the disclosed information.

  1. The receiving party may not directly or indirectly disclose or reveal confidential information to any third party without the prior written consent of the disclosing party. Additionally, the receiving party may only use confidential information for the purposes of this agreement and may not use all or part of the confidential information for any other purpose without the prior written consent of the disclosing party. However, for intellectual property information belonging to the Company as specified in Article 6, Paragraph 1, the Company is not obligated to keep it confidential or prohibit its use for any other purpose.

  2. Notwithstanding the provisions of the preceding paragraph, the receiving party shall be responsible for managing personnel and employees, as well as personnel and employees of its affiliated companies, who may have access to confidential information without the consent of the disclosing party. Such disclosure may occur only to you under supervision and to professionals with confidentiality obligations (such as lawyers, registered accountants, or tax accountants) when necessary for conducting business or considering and fulfilling this agreement.

  3. Despite the provisions of Article 8, Paragraph 3, if the receiving party receives any legal regulations, judgments, decisions, orders, suggestions, or exercises of investigation rights from a court, administrative agency, financial exchange, or other regulatory public institution (hereinafter referred to as “Legal Regulations, etc.”), the receiving party shall notify the disclosing party in writing in advance and only within the minimum range necessary to fulfill the disclosure obligation. Confidential information may be disclosed to that organization. However, if there is a legitimate reason under the law or regulations that prevents advance notification, it may be notified afterward.

 

Article 8 (Company’s Warranty):

 

  1. During the term of this agreement, the Company guarantees that it will provide you with the final data in a legal and appropriate manner.

  2. While providing Company data, the Company does not guarantee the accuracy, completeness, security, or usefulness of the Company data, nor does it guarantee that the target data will continue to be provided.

  3. Except for the aforementioned provisions, and unless expressly stated otherwise in this agreement, the Company does not provide any form of warranty, whether explicit or implied, statutory, or otherwise. To the maximum extent permitted by applicable law, you explicitly disclaim all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Content and trial version services are provided “as is” and “as available,” without any form of warranty.

Article 9 (Disputes with Third Parties):

 

  1. If a third party asserts a claim against you for infringement of intellectual property rights or any other claim arising from the use of this service (hereinafter referred to as “Claims Against Users”), you shall immediately notify the Company in writing. The Company shall, within reasonable limits, provide necessary assistance to you and handle the claims against you, taking responsibility for and covering the costs of processing such claims.

  2. If the Company receives claims against you, the Company may decide to take any of the following actions:

    1. Modify the service at your request.

    2. Allow you to continue using the service under the contract license. To obtain this:

    3. Cancel your subscription to the service after providing written notice thirty (30) days in advance, and refund you the prepaid fees equivalent to the remaining time of your subscription period upon cancellation.

  3. The first provision does not apply in the following circumstances:

    1. Claims against you that do not clearly specify the basis for the claims being against the service.

    2. Claims against you that arise from the use or combination of the service or any part thereof with software, hardware, data, or processes not provided by the Company, and in the absence of such combinations, it is reasonably recognized that no infringement would have occurred due to the use of the service.

    3. Claims against you that arise from services other than paid services within the service or services that do not involve payment of consideration to the Company.

    4. Claims against you arise from content, third-party applications, or your violation of this agreement or related rules.

 

Article 10 (Limitation of Liability):

 

  1. Limitation of Liability

In no event shall any party or its affiliates be liable for all liabilities arising from or related to this agreement. The liability of each party and its affiliates for all liabilities arising from or related to this agreement. The liability of each party and its affiliates for all liabilities arising from or related to this agreement. Your affiliated companies shall not exceed the total amount you paid for the service causing the damage. Regardless of whether the other party’s claims are based on contractual, tortious, or any other legal grounds, the above limitations apply, but the payment obligations of such affiliated companies are not limited.

  1. Disclaimer of Damages

Neither party nor its affiliates shall be liable for any loss of profits, lost performance profits, or reputational losses arising from or related to this agreement or any indirect, special, incidental, or consequential damages, opportunities, or business losses. Losses or punitive damages due to service interruption. Regardless of whether the other party’s claims are based on a breach of contract, tort, or any other legal grounds related to liability for damages, the above disclaimer applies if such damages were not foreseen, or could have been foreseen, but do not apply to the extent prohibited by law.

 

 

Article 11 (Term of Contract and Termination):

 

  1. Term of Agreement

This agreement is effective from the date of signing and remains in effect until the expiration or termination of all subscription terms under this agreement.

  1. Subscription Term

The term of each subscription shall be in accordance with the provisions of this agreement or the applicable agreement. Unless otherwise specified in this agreement, subscriptions shall automatically renew after the initial term, with the term equal to the expiration term or one year, whichever is shorter; this shall apply subsequently as well. However, either party may give written notice to the other at least 30 days before the applicable contract ends, in which case this automatic renewal does not apply. Unless otherwise specified by both parties, if there is a renewal promotion or limited-time price, the Company’s standard pricing at the time of renewal will apply. Despite these provisions, if the subscription quantity for the service or content decreases or the subscription term is shortened compared to the previous renewal, the previous period’s unit price will increase. In any case, the price will be reset and updated upon renewal.

 

Article 12 (Exclusion of Anti-Social Forces):

 

  1. You and the Company agree that neither party, nor their representatives, managers, individuals with substantial management authority, employees, agents, or intermediaries (hereinafter referred to as “Affiliates”) currently fall into any of the following:

    1. organized crime groups

    2. organized crime group members

    3. individuals who have joined an organized crime group within the past five years

    4. individuals affiliated with organized crime groups

    5. companies related to violent gangs

    6. extortionists

    7. social activists, political activists

    8. violent groups with special intelligence.

  2. The Company commits that it or its affiliates will not directly or indirectly engage in any of the following actions:

    1. Violent demands

    2. Unreasonable requests beyond legal obligations

    3. Threatening behavior in transactions (including but not limited to falsely claiming to be individuals or affiliates specified in the preceding paragraph) or the use of violence.

    4. Spreading rumors, using fraudulent means, coercively damaging the reputation of the other party, or disrupting the other party’s business.

    5. Other behaviors are similar to those in the preceding paragraph. If either party discovers that the other party has violated any statements or commitments specified in the first two paragraphs, both parties may immediately terminate this agreement without further notice. In the event of termination as per the preceding paragraph, neither party shall be liable for any damages, losses, or expenses incurred by the other party. In such cases of termination, if either party discovers a violation of any statement or commitment specified in the first or second paragraph, both parties forfeit any benefits owed to the other party and may demand immediate payment.

Article 13 (Entire Agreement):

This agreement constitutes the sole and entire agreement between you and the Company regarding the service, and unless otherwise specified in this agreement, this agreement supersedes any documents or emails exchanged between you and the Company previously. Both parties acknowledge that the contents of said documents and verbal agreements do not constitute the rights or obligations of either you or the Company.

 

Article 14 (Amendment of Terms):

  1. The Company may change these terms and conditions when deemed necessary. In such a case, the Company will determine the effective date of the revised terms and conditions and inform the following through publication on the Company’s website or other means before the effective date:

    1. Changes to these terms and conditions

    2. Content of the amended terms

    3. Effective date

  2. Despite the provisions of the preceding paragraph, if the Company notifies you of the changes to these terms and conditions and you agree, the revised terms and conditions will apply from that time.

 

Article 15 (Prohibition of Assignment of Rights and Obligations):

Without the prior written consent of the other party (which must not be unreasonably withheld), neither party may waive any rights or obligations under this agreement, whether through legal or other means. However, neither party shall be liable for the obligations of the other party’s affiliates, mergers, acquisitions, corporate splits, or similar corporate reorganizations, or the transfer of all or most of one party’s business.

 

The transfer of the entire content of this agreement without consent is prohibited. Pursuant to the provisions above, this agreement shall be binding on both parties and their respective successors and permitted assignees and shall serve their interests.

 

Article 16 (Notifications):

 

Unless otherwise specified in this agreement, all notices related to this agreement shall be in writing (including email or other electromagnetic means) and shall be effective from the date of receipt of written notice. However, notifications requesting the cancellation of orders or claims for compensation (hereinafter referred to as “Legal Notices”) do not include emails (Legal Notices refer to notices explicitly marked as such).

 

Notices to the Company shall be sent to the following address or to the address the Company notifies you of in writing: connect@nextdrive.io.

 

Claim-related notices issued to you shall be sent to your designated billing contact. All other notices issued to you shall be sent to your designated system administrator.

 

Article 17 (Negotiated Resolution):

 

You and the Company shall not comply with matters not provided for in this agreement or the provisions of this agreement or individual contracts. Any issues regarding interpretation shall be resolved through separate discussions.

 

Article 18 (Exclusive Jurisdiction and Applicable Law):

 

Both parties agree that any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts located at the place of registration of the Company or its affiliated companies. The courts have exclusive jurisdiction in the first instance.