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, Party A operates Rezio online service platform (website: www.rezio.io, "Rezio Platform"), provides services which allow Rezio members to open online stores on Rezio Platform and manage the status of booking, sales and cancellation of a variety of travel services and tickets sold in online stores, and provides Rezio members with services relevant to setting up an exclusive official website (collectively, "Platform Service") and Party B intends to obtain Platform Service from Party A.
NOW, THEREFORE, the Parties agree to enter into this Rezio Platform Service Agreement (this "Agreement") and hereby agree as follows:
Article 1. Policies and Terms of Rezio Platform
Article 2. Terms of Platform Service
The terms of this Agreement is effective when Party B receives email confirmation of system application from Party A. 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 admin and the interpretation of this agreement, the content of the "Subscription Information" displayed on the Rezio admin shall prevail.
Article 3. Scope of Platform Service & Rights and Obligations
After Party B registers as a member on Rezio Platform in accordance with Party A’s instructions ("Platform Member"), Party B may use various services provided by Party A based upon the solutions it selects in Rezio member account ("Member Account"); and Party B shall designate a person in charge of the management of Member Account as a contact window, authorize Party A and its employees to have access to Party B's Member Account and take all necessary actions to manage the Member Account information:
- The scope of services provided by Party A under each class is listed in Exhibit 1 attached hereto. Party A may modify the services in Exhibit 1 at any time without notice to Party B. Any modification will be effective immediately. However, if the modified content harms Party B’s rights, Party A will notify Party B 30 days before the modification. If there is any objection as soon as Party B receives the notification, Party B needs to express within 10 days. Otherwise, Party B will be considered to agree the modification.
- The information Party B posts in Party B’s store shall include:
- Party B’s address, contact number and the name, phone number and email, etc. of the person in charge of the Member Account,
- Party B’s business hours, rest days, etc. (if there is any change in Party B’s business hours, it shall be announced three days in advance of such change),
- a declaration that consumers who wish to make any inquiry or complaint about Party B’s goods or services shall directly make such inquiry or complaint to Party B,
- the web page content or button which Party A designates to post, including but not to advertising, activity publicity, store rating button, shopping cart button etc., and
- other matters that should be marked or labeled in accordance with the laws of the Republic of China (including but not limited to Act Governing Food Safety and Sanitation, Commodity Labeling Act and Pharmaceutical Affairs Act, etc.) or relevant competent authorities.
- Party A has no obligation to review and approve goods and services sold to third-party consumers by Party B via the Party B’s store; and the contents posted in Party B’s store shall not occur any of the following situations, and if there is any violation, Party B shall be solely responsible for all legal liabilities arising thereunder:
- violating any mandatory or prohibitive law or regulation, or the possibility of violating laws or regulations,
- 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),
- violating any relevant advertising regulations or self-discipline management guidelines stipulated by competent authorities of the Republic of China,
- the possibility to cause consumers to misjudge or to mislead consumers,
- the possibility to infringe any property, reputation, privacy or other rights of Rezio, users of Rezio Platform (including but not limited to other stores and consumers) and any other third party, and
- any other violation of laws or policies of Party A.
- Party B confirms that the legal relationship arising out of any order, advertising, inquiry, payment or other behavior related to the goods and services sold in Party B’s store via Rezio Platform is solely between Party B and the consumers, and Party B shall be solely responsible for related liability. Party B shall expressly inform consumers that the parties involved in the transaction are Party B and the consumer, and any rights and obligations arising thereunder are solely between Party B and the consumer.
- Party B shall ensure that the specifications and contents of the goods are in accordance with the description of the goods or services disclosed by Party B in Party B’s store. If the consumer or the media has doubts about the quality of the goods or services of Party B, Party B shall immediately explain, clarify and solve the problem; if the quality of such goods is subject to further examination, Party B shall remove the goods or services from the web page of Party B’s store; and if Party B fails to immediately explain, clarify or remove the goods or services in doubt from the web page of its store, then Party A may remove such goods or services in doubt from Rezio Platform and may reply after the problem is solved; and Party B shall not object.
- In the event the performance of a transaction between Party B and consumer cannot be made, the performance is delayed, the performance is in defect, or any other dispute arises, Party B shall bear all expenses and be responsible for the settlement; and Party A may coordinate in between, but Party B bears no obligation. In any event, if Party A is obliged to pay damages to a consumer or a third party due to the aforesaid dispute, Party B shall compensate Party A in full amount including the fees incurred by Party A (including but not limited to attorney’s fees and other expenses).
- After Party A provides the domain name of the exclusive official website and official web pages based upon Party B’s setting on Rezio Platform to Party B, Party B shall independently operate and manage its official website. Party B shall be solely responsible for all its behaviors on such official website, which have nothing to do with Party A.
- When Party B registers the domain name of Party B’s official website via its Member Account, it is forbidden to register the words "Rezio" or "KKday" to avoid any confusion and misunderstanding that Party B’s official website has any connection with Rezio Platform or KKday’s Affiliates.
- When Party B registers the domain name of Party B’s 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 Party B and such third party, and Party A shall not be held responsible.
Article 4. Platform Service Fees
- The Platform Service Fees are calculated as follows:
- ListItemTE Plan: the yearly service fees are $0.
- RISE Plan: the yearly service fees are $1188.
- SUPER Plan: the yearly service fees are $1908.
- ENTERPRISE Plan: the service fees are customized.
- Payment method:
any fees to be made after the trial by Party B hereunder shall be paid by the credit card which Party B provides to be linked to the Member Account, and the yearly service fees shall be prepaid, i.e., paying the yearly service fees calculating from the date of such payment. If Party B fails to prepay the service fees for any yearly period according to this Article 4, Party A may suspend, discontinue or terminate any Platform Service enjoyed by Party B at any time.
Article 5. Intellectual Property
- Party B shall ensure that all tangible and intangible materials provided to Party A in accordance with this Agreement, including but not limited to, texts, pictures, photos, videos and related works used on Rezio Platform, shall not infringe any patent, copyright, moral right and other intellectual property right of any third party. If Party B reproduces, adapts, edits, modifies or changes any materials on which a third party is entitled to any copyright or other intellectual property right, and posts them on Party B’s store, Party B shall obtain intellectual property license from such third party for Party A and Party B itself in advance.
- In case of any infringement dispute mentioned in the preceding paragraph of this Article, Party B shall bear all the expenses and be solely responsible for the dispute; in any event, if Party A is obliged to pay damages to a third party due to the aforesaid dispute, Party B shall compensate Party A in full amount including the fees incurred by Party A (including but not limited to attorney’s fees and other expenses).
- The copyright of texts, pictures, photographs, videos and related works or materials used in Party B’s store and Party B’s official website belongs to the Party who produces such material.
- To the extent permitted by law, Party B expressly licenses Party A and its Affiliates, for the purpose of operating Rezio Platform, to reproduce, adapt, edit, modify or change the materials which Party B enjoys copyright according to the preceding paragraph, and post them on Rezio Platform or Party A’s other online service platform in a manner Party A deems proper.
- "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 Party A; 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,
- 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
- With respect to third party’s information disclosed by Party B to Party A 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"), Party B shall represent and confirm it has obtained the consents from such third party which allow Party A to process and use of Personal Data of Third Party before providing such data to Party A; and Party B is obligated to comply with all applicable data protection laws.
- Party B shall strictly abide by applicable data protection laws when collecting, using and processing Personal Data of Third Party; Party B shall fully understand that any violation of applicable data protection laws will damage the reputation of Rezio Platform, and Party B 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.
- If Party A suffers any damages due to Party B’s leak of Personal Data of Third Party or breach of applicable data protection laws, Party B 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).
- Upon the expiration of term of Platform 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 7 of this Agreement shall survive the term of Platform Service and the termination of this Agreement.
Article 7. Confidentiality
- 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.
- Notwithstanding the preceding paragraph of this Article, Party B agrees that Party A may, within the scope necessary to operate Rezio Platform, exchange information related to Party B with Party A’s AffiListItemates (as defined in Article 5) or companies who have entered into confidential agreements with Party A.
- Article 7 of this Agreement shall survive the term of Platform Service and the termination of this Agreement.
Article 8. Suspension of Platform Service
Party B agrees that, in any of the following circumstances, Party A may temporarily suspend Platform Service specified in Article 3 of this Agreement for a certain period of time without prior notice to Party B, and Party B shall not request Party A to return any service fee or any other fee or claim damages against Party A based upon the suspension of service:
- Suspension due to examining, fixing, repairing, improving or upgrading Party A'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 Party A, consumers, users of Rezio Platform and other third parties, or other situations where Party A deems it necessary to suspend the services.
- Suspension due to force majeure accidents or those that are not attributable to Party A.
- Suspension where Party A discovers or detects a large number of attacks or malicious attacks on Party A’s system from Party B.
Article 9. Online Store Management Services
- In any of the following circumstances, Party A may immediately delete the contents posted in Party B’s store in whole or in part, or remove the goods or services sold in Party B’s store in whole or in part without notice to Party B:
- When Party B’s behavior, goods, services or contents posted in Party B’s store is in violation of laws or provisions of this Agreement.
- When Party B’s orders are frequently complained by consumers that the Party B’s performance of such order cannot be made, Party B’s performance is delayed, Party B’s performance is in defect, or are frequently requested for refund by consumers.
- Other circumstances where Party A deems it necessary to remove Party B’s goods or services.
- In the event that Party A deletes the contents posted in Party B’s store in whole or in part, or removes the goods or services sold in Party B’s store in whole or in part, Party B shall still pay the Platform Service Fee accrued according to Article 4 of this Agreement.
Article 10. Termination
- Either Party may terminate this Agreement by giving at least one (1) month prior written notice to the other Party.
- If Party B has any of the following circumstances, Party A may terminate this Agreement by giving a written notice to Party B 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 Party B’s normal operation;
- violation of any representation, warrant, promise, agreement or any other matters agreed upon by Party B in the event that Party A has requested Party B for correction within a specific period of time, but Party B still remains the violation;
- where Party A cannot get in touch with Party B or the person in charge of the management of Party B’s Member Account; or
- other matters determined by Party A to be equivalent to the preceding provisions of this Article.
- 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 11. Limitation of Liability
- To the fullest extent permitted by law, Party A 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 Platform or other acts of negligence.
- In any event, if Party A bears any liability to Party B, the maximum amount of compensation is the total Platform Service fees Party B paid to Party A within the 6 months prior to Party B’s initial claim.
- Article 11 of this Agreement shall survive the term of Platform Service and the termination of this Agreement.
Article 12. Liability for Breach
- 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.).
- Unless it is attributable to Party A, if Party A, the person in charge of Party A, 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 Party B, Party B 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, Party B shall indemnify as such.
- Article 12 of this Agreement shall survive the term of Platform Service and the termination of this Agreement.
Article 13. 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 14. 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 15. 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 16. Governing Law and Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China.
- 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.
Article 17. Counterparts
The Parties have executed this Agreement in duplicate with each party retaining one copy thereof.