Please read this agreement carefully. You must agree to the terms to proceed the application.
THIS AGREEMENT is made by and between:
Kkday.com International Company Limited (Taiwan) (hereinafter referred to as the "A")
Company (hereinafter referred to as the "B")
WHEREAS, Rezio System (website: www.rezio.io, “Rezio System”), offers Rezio members an easy and simple way to understand and use our one-stop booking management system and integrated management system to set up exclusive official booking websites or online stores via Rezio System (collectively, “Rezio Service”) .
NOW, THEREFORE, you intend to become Rezio member and obtain Rezio Service, in order to ensure your rights and interests, please carefully read through the content of the terms specified hereunder. Selection of the column stating “I have read and agreed to the terms and conditions hereinabove” by you or your authorized representative indicates you have read, understood and agreed to comply with the terms and conditions stipulated herein.
Article 1. Policies and Terms of Rezio System
- for orders/transactions generated in Taiwan: Kkday.com International Company Limited (Taiwan);
- for orders/transactions generated in Japan: Activity Japan Co., Ltd.;
- for orders/transactions generated in Singapore: KKday Singapore Pte. Ltd.;
- for orders/transactions generated in Korea: KKday Co., Ltd. (케이케이데이 주식회사);
- for orders/transactions generated in Hong Kong or other countries or regions: Well C Travel Ltd.
Article 2. Terms of Service
The terms of this Agreement is effective when you receive email confirmation of system application from Rezio. This Agreement will be automatically renewed for another one (1) year if neither Party notifies the other Party to terminate this Agreement within one (1) month prior to the Subscription End Date. However, if there is any inconsistency between the start date, subscription plan and subscription period of the "Subscription Information" displayed on the Rezio System and the interpretation of this agreement, the content of the "Subscription Information" displayed on the Rezio System shall prevail.
Article 3. Scope of Service, Rights and Obligations
3.1. After you registered as a member on Rezio System in accordance with Rezio’s instructions (“Rezio Member”), you may use various services provided by Rezio based upon the solutions it selects in Rezio member account (“Member Account”); and you shall designate a person in charge of the management of Member Account as a contact window, authorize Rezio and its employees to have access to your Member Account and take all necessary actions to manage the Member Account information.
3.2. The scope of services provided by Rezio under each class is listed in Appendix 1 attached hereto. Rezio may modify the services in Appendix 1 at any time without notice to you. Any modification will be effective immediately. However, if the modified content harms your rights, Rezio will notify you 30 days before the modification. If there is any objection as soon as you receive the notification, you should express it within 10 days. Otherwise, you will be considered to agree to the modification.
3.3. If the Rezio Service Solution you select includes Quota Management Service, you shall commit to the following membership obligations:
- If the Quota Management Service you select requires you to make your API available to Rezio, you shall represent and confirm that you have obtained the consent of any service provider you have worked with for any tourism ticket sales (hereinafter collectively referred to as “Your Distributor”) before you make such API available to Rezio, so that Rezio can create linkages between you and Your Distributor legitimately.
- You shall comply with any other terms, policies or operating rules Rezio establish with respect to Quota Management Service.
3.4. If the Rezio Service Solution you select includes Exclusive Official Booking Website or Online Store Service, you shall commit to the following membership obligations:
Any and all legal relationships arising out of the sales of goods or services in your store are only between you and the consumer, and you shall solely be responsible for any responsibility thereunder. You shall expressly inform your consumers that the parties involved in the transaction are you and the consumer, and any rights and obligations arising thereunder are solely between you and the consumer.
The information you post in your store shall at least include: (1) your address, contact number and the name, phone number and email, etc. of the person in charge of the member account, (2) your business hours, rest days, etc. (if there is any change to your business hours, it shall be announced three days in advance of such change), (3) a declaration that consumers who wish to make any inquiry or complaint about your goods or services shall directly make such inquiry or complaint to you, (4) the contents or links which we designate to post on your store webpage (we reserve the right to change such designation at any time), and (5) other matters that should be marked or labeled in accordance with the laws of the Republic of China or relevant competent authorities.
The contents posted in your store shall not occur any of the following situations, and if there is any violation, you shall be solely responsible for all legal liabilities arising thereunder: (1) violating any mandatory or prohibitive law or regulation, or the possibility of violating laws or regulations, (2) violating any public order or moral, including but not limited to pornography, obscenity, harassment, insult, weird or other content that may cause discomfort to the general public, (3) violating any relevant advertising regulations or self-discipline management guidelines stipulated by competent authorities of the Republic of China, (4) the possibility to cause consumers to misjudge or to mislead consumers, (5) the possibility to infringe any patent, copyright, portrait right, reputation, privacy or other rights of Rezio or any other users of Rezio System, including but not limited to other Rezio members, consumers and any other third party.
You confirm that the legal relationship arising out of any order, advertising, inquiry, payment or other behavior related to the goods and services sold in your store via Rezio System is solely between you and the consumers, and you shall be solely responsible for related liability. You shall expressly inform consumers that the parties involved in the transaction are you and the consumer, and any rights and obligations arising thereunder are solely between you and the consumer.
You shall ensure that the specifications and contents of the goods are in accordance with the description of the goods or services disclosed by you in your store. If the consumer or the media has doubts about the quality of the goods or services of you, you shall immediately explain, clarify and solve the problem; if the quality of such goods is subject to further examination, you shall remove the goods or services from the web page of your store; and if you fails to immediately explain, clarify or remove the goods or services in doubt from the web page of its store, then Rezio may remove such goods or services in doubt from Rezio System and may reply after the problem is solved; and you shall not object.
In the event the performance of a transaction between you and consumer cannot be made, the performance is delayed, the performance is in defect, or any other dispute arises, you shall bear all expenses and be responsible for the settlement; and Rezio may coordinate in between, but bear no obligation. In any event, if Rezio is obliged to pay damages to a consumer or a third party due to the aforesaid dispute, you shall compensate Rezio in full amount including the fees incurred by you (including but not limited to attorney’s fees and other expenses).
After Rezio provides the domain name of the exclusive official website or online store based upon your setting on Rezio System, you shall independently operate and manage your official website or online store. You shall be solely responsible for all your behaviors on such official website or online store, which have nothing to do with Rezio.
In any of the following circumstances, Rezio may immediately delete the contents posted in your website or store in whole or in part, or remove the goods or services sold in your website or store in whole or in part without notice to you, and you shall still pay the Service Fee accrued according to Article 4 of this Agreement:
- When your behavior, goods, services or contents posted in your store is in violation of laws or provisions of this Agreement.
- When your orders are frequently complained by consumers that your performance of such order cannot be made, your performance is delayed, your performance is in defect, or are frequently requested for refund by consumers.
- Other circumstances where Rezio deems it necessary to remove your goods or services.
You shall comply with any other terms, policies or operating rules Rezio establish with respect to Exclusive Official Booking Website or Online Store Service.
3.5. If the Rezio Service Solution you select includes Communication Service, you shall commit to the following membership obligations:
The Rezio System may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, or other message or communication facilities designed to enable you to communicate with the public at large or with a group (the “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Behaviors that you will not engage in, including but not limited to:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including email addresses, without their consent.
- Violate any applicable laws or regulations.
Rezio has no obligation to monitor the Communication Services. However, Rezio reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Rezio reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Rezio reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Rezio’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Rezio does not control or endorse the content, messages or information found in any Communication Service and, therefore, Rezio specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. People who use Communication Services are not authorized Rezio spokespersons, and their views do not necessarily reflect those of Rezio.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and dissemination. You are responsible for adhering to such limitations if you download the materials.
3.6. When you register the domain name of your official website via its Member Account, it is forbidden to register the words “Rezio” or “KKday” to avoid any confusion and misunderstanding that your official website has any connection with Rezio System or KKday’s Affiliates.
3.7. When you register the domain name of your official website via its Member Account, it shall ensure that the selected domain name is not the same as or similar to the trademark, mark, name, business name or other logo of any third party. In any event of the foregoing, if any third party disputes or appeals to a dispute resolution agency regarding the relevant domain name, the dispute is solely between you and such third party, and Rezio shall not be held responsible.
Article 4. Service Fees
4.1. When registering a Rezio Member Account, you shall have at least one credit card linked to the payment for your use of Rezio Service (hereinafter referred to as "Payment Method"). You may update your Payment Method in your Rezio Member Account. Upon completion of any updates, you authorize us to continue to charge via your applicable Payment Method.
4.2. Rezio will charge you Service Fee based upon any of the Rezio Service Solutions you select from. If the solution you select includes the Status Management Service, you agree to authorize Rezio to charge you the Status Management Service Fee in accordance with the service scope you select by using your Payment Method on the activation date of the Status Management Service, and authorize Rezio to, on a monthly basis, charge you the Status Management Service Fee on the same date in subsequent months by using your Payment Method. If the solution you select includes the Online Store Service, you agree to authorize Rezio to charge you a one-time Store Design Service Fee by using your Payment Method (or in the future, when you request to change the design of the online store according to our policies, you authorize Rezio to charge you a one-time Store Design Changing Service Fee by using your Payment Method), and authorize Rezio to, on a monthly basis, charge you the Store Maintenance Service Fee on the same date in subsequent months by using your Payment Method (our billing cycle is on a monthly basis, hereinafter referred to as "Billing Cycle"). You may check your Billing Cycle and your next billing date in your Rezio Member Account.
4.3. If your Payment Method is rejected or is no longer available for Rezio to charge you Service Fee, you are still responsible for any unpaid amount owed to Rezio. If your payment fails due to insufficient funds or other reasons, and you have not cancelled your Rezio Member Account, then Rezio may suspend your use of Rezio Service until Rezio successfully charge you via a valid Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge certain fees, e.g., a foreign transaction fee or other fees with respect to the process of your Payment Method. Please check with the service provider of your Payment Method for more details.
4.4. You may cancel your Rezio Member at any time, and you will continue to have access to the Rezio Service through the end of your Billing Cycle. However, your Rezio Member Account will automatically close at the end of such Billing Cycle. To the fullest extent permitted by law, Rezio does not refund any collected Service Fee.
4.5. Unless you cancel your Rezio Member before the next billing date, it is deemed that you authorize Rezio to charge you for the next Billing Cycle via your Payment Method. If a single charge exceeds the credit card limit, you can deal with Rezio and pay by transfer or other methods. If you fail to pay the service fees, Rezio may suspend, discontinue or terminate any System Service enjoyed by you at any time.
4.6. The Service Fees are calculated as follows:
- LITE/ KKday Plan: the yearly service fees are $0.
- RISE/ KKday RISE Plan: the yearly service fees are $1188.
- SUPER/ KKday SUPER Plan: the yearly service fees are $1908.
- ENTERPRISE Plan: the service fees are customized.
The above plans are detailed in Appendix 1 Rezio Service Solutions.
Article 5. Intellectual Property
5.1. You shall ensure that all tangible and intangible materials provided to Rezio in accordance with this Agreement, including but not limited to, texts, pictures, photos, videos and related works used on Rezio System, shall not infringe any patent, copyright, moral right and other intellectual property right of any third party. If you reproduce, adapt, edit, modify or change any materials on which a third party is entitled to any copyright or other intellectual property right, and post them on your store, you shall obtain intellectual property license from such third party for Rezio and yourself in advance.
5.2. In case of any infringement dispute mentioned in the preceding paragraph of this Article, you shall bear all the expenses and be solely responsible for the dispute; in any event, if Rezio is obliged to pay damages to a third party due to the aforesaid dispute, you shall compensate Rezio in full amount including the fees incurred by Rezio(including but not limited to attorney’s fees and other expenses).
5.3. The copyright of texts, pictures, photographs, videos and related works or materials used in your store and your official website belongs to the Party who produces such material.
5.4. To the extent permitted by law, you expressly license Rezio and its Affiliates, for the purpose of operating Rezio System, to reproduce, adapt, edit, modify or change the materials which you enjoy copyright according to the preceding paragraph, and post them on Rezio System or Rezio’s other platform in a manner Rezio deems proper.
5.5. “Affiliate” used hereunder means any person or entity that directly or through one or more intermediaries controls, is controlled by, or is under common control with Rezio; and “control” used hereunder shall include
- the ownership of, direct or indirect, at least fifty percent (50%) of the outstanding voting shares of an entity, or
- the possession, direct or indirect, of the power to direct or cause the direction of the board of directors or similar authority of an entity, or
- the possession or close relationship, whether direct or indirect, in funds, operations or managements, supplies or other interests.
Article 6. Protection of Personal Data
6.1. With respect to third party’s information disclosed by you to Rezio via streaming API, including the name, address, telephone number, e-mail, gender, age or other personal data protected by applicable data protection laws (“Personal Data of Third Party”), you shall represent and confirm it has obtained the consents from such third party which allow Rezio to process and use of Personal Data of Third Party before providing such data to Rezio; and you are obligated to comply with all applicable data protection laws.
6.2. You shall strictly abide by applicable data protection laws when collecting, using and processing Personal Data of Third Party; you shall fully understand that any violation of applicable data protection laws will damage the reputation of Rezio System, and you shall adopt necessary measures to prevent the leaks of consumers’ information, including proper methods for the storage and disposal of consumers’ personal data, designating a person in charge of information management and implementing employee education.
6.3. If Rezio suffers any damages due to your leak of Personal Data of Third Party or breach of applicable data protection laws, you shall, regardless of intent or negligence, be responsible for all the damages and expenses incurred (including expenses relating to making apologies to consumers and attorney’s fees).
6.4. Upon the expiration of term of Rezio Service or the termination of this Agreement, neither Party shall continue to use the personal data disclosed by the other Party based upon this Agreement, and Article 6 of this Agreement shall survive the term of Rezio Service and the termination of this Agreement.
Article 7. Confidentiality
7.1. Unless a prior written consent from the other Party, neither Party shall disclose any information of this Agreement or relating to this Agreement or any other matters which shall be deemed confidential to the other party to a third party.
7.2. Notwithstanding the preceding paragraph of this Article, you agree that Rezio may, within the scope necessary to operate Rezio System, exchange information related to you with Rezio’s Affiliates (as defined in Article 5.5) or companies who have entered into confidential agreements with Rezio.
7.3. Article 7 of this Agreement shall survive the term of Rezio Service and the termination of this Agreement.
Article 8. Suspension of Service
You agree that, in any of the following circumstances, Rezio may temporarily suspend Service specified in Article 3 of this Agreement for a certain period of time without prior notice to you, and you shall not request Rezio to return any service fee or any other fee or claim damages against Rezio based upon the suspension of service:
- Suspension due to examining, fixing, repairing, improving or upgrading Rezio's server, hardware and software.
- Suspension due to accidents or malfunctions in computers, communication circuits, telecom operator's circuit etc.
- Suspension due to protecting the interests of Rezio, consumers, users of Rezio System and other third parties, or other situations where Rezio deems it necessary to suspend the services.
- Suspension due to force majeure accidents or those that are not attributable to Rezio.
- Suspension where Rezio discovers or detects a large number of attacks or malicious attacks on Rezio’s system from you.
Article 9. Termination
9.1. Either Party may terminate this Agreement by giving at least one (1) month prior written notice to the other Party.
9.2. If you have any of the following circumstances, Rezio may terminate this Agreement by giving a written notice to you at any time:
- bankruptcy, reorganization, dissolution, liquidation, temporary or termination of business, transfer for the benefit of creditors, being petitioned for administrative execution, criminal seizure, provisional attachment, provisional injunction or being petitioned for any other compulsory enforcement, or any other circumstances affecting your normal operation; or
- violation of any representation, warrant, promise, agreement or any other matters agreed upon by you in the event that Rezio has requested you for correction within a specific period of time, but you still remain the violation; or
- where Rezio cannot get in touch with you or the person in charge of the management of your Member Account; or
- other matters determined by Rezio to be equivalent to the preceding provisions of this Article.
9.3. The termination of this Agreement shall not affect the rights and obligations accrued prior to such termination, and neither Party shall be exempted from any liability thereby.
Article 10. Limitation of Liability
10.1. To the fullest extent permitted by law, Rezio and its directors, senior managers, officers, employees and agents of such personnel are not responsible for any of your direct, indirect, special, incidental, punitive, exemplary or derivative damages arising out of their non-compliance of this Agreement and their use of the Rezio System or other acts of negligence.
10.2. In any event, if Rezio bears any liability to you, the maximum amount of compensation is the total Service fees you paid to Rezio within the 6 months prior to your initial claim.
10.3. Article 10 of this Agreement shall survive the term of Rezio Service and the termination of this Agreement.
Article 11. Liability for Breach
11.1. Unless otherwise provided in this Agreement, if any Party is in breach of any of the provisions hereunder, it shall indemnify and hold harmless the other Party from all damages or expenses arising out of such breach (including but not limited to liquidated damages payable to the client, legal costs, attorneys' fees, fines, penalties, settlements or damages, or anticipated benefits, etc.).
11.2. Unless it is attributable to Rezio, if Rezio, the person in charge of Rezio, or any of its employee is investigated, prosecuted, punished by any judicial or administrative authority or claimed against by any third party due to the breach of any representation, warrant, promise, agreement or any other matters agreed upon by you, you shall bear all relevant legal responsibilities and shall provide necessary explanations, evidence or other assistance; if any of the aforesaid parties suffers any damage or relevant expense, you shall indemnify as such.
11.3. Article 11 of this Agreement shall survive the term of Rezio Service and the termination of this Agreement.
Article 12. Notice
Any notice given by either Party shall be in writing or by e-mail and shall be effective upon service to the other Party.
Article 13. Assignment
Without a prior written consent from the other Party, either Party may not transfer or assign this Agreement or any right and obligation hereunder to any third party.
Article 14. Severability
The provisions of this Agreement are severable, and if any provision hereunder is held to be invalid or unenforceable in any jurisdiction, the validity and enforceability of the remaining provisions shall remain in full force and effect.
Article 15. Governing Law and Jurisdiction
15.1. This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China.
15.2. The Parties agree to resolve any dispute in relation to this Agreement through amiable negotiations first; and any controversy and dispute arising out of this Agreement shall be submitted to Taipei District Court of Taiwan to be the court of first instance.
Appendix 1 - Rezio Service Solutions
|Solutions||KKday||KKday RISE||KKday SUPER||ENTERPRISE|
|Yearly Fee||$0||$1188||$1908||On Demand|