These Terms ofService (hereafter referred to as these “Terms”) refer to the BotBonnie serviceprovided by Appier’s group entities (including but not limited to BOTBONNIEINC. The contracting party from Appier shall be determined in application formand/or the online transaction record) and specify the rules to be complied aswell as the rights and obligations between Appier and the user. The User shallread the content of these Terms thoroughly before applying to use the Services.
Article 1 Scope
All relevant rules and regulations related to the Services posted on Appier Website (as defined in Article 2) shall constitute part of these Terms (includingrelevant rules and regulations related to the Services posted on Appier’s Website and guidance on usage limitation).
Appier may turn down application for this Services if such application is made by a minor.
Appier may, at its sole discretion, accept and or turn down any application regarding this Services, and in no event shall Appier be obligated to disclose its reason of any decision to any party.
Article 2 Definition
The terms used in these Terms shall have the following meaning:
“User”: refers to the individual or entity that entered into the Services Agreement with Appier for the Services.
”Consumers”: refers to the end consumers that interact with the Designated Channels.
“Designated Channels”: refers to the platform and/or messaging services provided by third parties (including but not limited to Facebook fan page, and LINE official account, etc.) which the User would like to implement the Services to interact with Consumers.
“IntellectualProperty Rights”: refers to copyrights, patents, utility model patents, trademarks, design patents as well as other intellectual property rights(including the rights to obtain or apply for registration of such rights).
“Appier Website”: refers to website(s) operated by Appier under the main domain“appier.com” and/or “botbonnie.com” (in the event that Appier changes the domain and/or contents in its website(s) for any reason, such website(s) shall also be included).
“Services”: refers to the services provided by Appier with the name of “BotBonnie” (in the event that the Services changes its name or contents for any reason, such changed services shall also be included). Appier may change the scope of the Services (including but not limited to modify the functions or discontinue all or part of the Services) from time to time without prior notice, at Appier’s sole discretion.
“ApplicationInformation”: refers to any and all information submitted to Appier by the User pursuant to the method designated by Appier (including but not limited to writing and/or electronic communication) in relation to User’s use of thisServices.
“ServicesAgreement”: refers to all the documents which User executed and/or agreed for its use of this Services, including but not limited to application form (if applicable), this Term, and any material provided by Appier relating to the restrictions and guidance of the Services. If any application form, order form or any other document that shares the similar nature (if applicable) entered between Appier and the User contains terms and conditions that are not in line with these Terms, such written agreement shall prevail.
“Subscription Period”: as defined in Article 18.
”Third Party Service”: refers to the platform and/or messaging services provided by third parties (e.g., Facebook, LINE) which the User uses to (i) register / log-in theServices and/or (ii) establish the Designated Channels.
Article 3 Change of Information
The User shall be responsible to keep all the information provided to Appier up to date and notify Appier of changes made to the Application Information and/or other information provided to the Service (e.g., any information relating to the User basic information, contact information, the number of Designated Channels’ followers) without delay via methods determined by Appier and submit updated information as requested by Appier. In the event that Appier determines that any changes to User’s information will result in violating the ServicesAgreement, Appier may terminate the Services Agreement immediately without any liability.
Article 4 Management of User’s Account
Once the User successfully enrolled in the Services, the User shall follow Appier’s guidance to create User’s account on the BotBonnie platform("Account"), and further set up its ID and password.
The User shall be solely responsible for the management and safekeeping of theAccount, and shall in no event authorize any third party to use, or lend, transfer, assign or sell the same to any third party.
The User shall be responsible for any damages caused by User’s mismanagement (including but not limited to intended or negligence conducts) relating to theAccount (including but not limited to unauthorized use made by any third party), and Appier shall in no event be held liable to User and/or any third party under such event.
The User shall be responsible for all activities that occur under such Account, regardless that whether the User is aware about such activities. The User shall notify Appier without delay of any unauthorized use of the Account and fully comply with Appier’s instructions thereafter.
Article 5 Third Party Service
The User agrees that, when the User distribute any information through any channel under any Third Party Service through this Services, in addition to these Terms and all the Appier’s guidance, the User shall also comply with all the terms and conditions provided by the provider of such Third Party Service. Appier may suspend or terminate the Services at any time without further notification if the User breaches this Article 5.1.
If Appier considers that (i) the rights and obligations between Appier and theUser and/or (ii) the scope of this Services shall be adjusted pursuant to the terms and conditions of any Third Party Service, the User agrees to cooperate with Appier to take necessary actions.
If any terms and conditions relating to any Third Party Service is breached for a reason attributable to the User, and resulted in that the provider of suchThird Party Service (i) claims its rights of whatever nature against Appier or (ii) takes any actions against Appier that will adversely affect Appier’s operation or service providing, the User shall be liable for all the damages suffered by Appier (including but not limited to the compensation payable by Appier to such service provider, penalties, litigation fees and attorney fees).
For avoidance of doubt, unless Appier and User otherwise agreed in writing, theUser shall be responsible at its own cost regarding all the fees for any Third Party Service.
Article 6 OPEN API
To allow the User to use the Services, Appier has developed relevant open API and will provide the same to the User. User may only use each open API pursuant to Appier’s instruction. Given the nature of the Services, Appier may update open API at any time.
Any open API shall only be used by the User under the purpose to implement the Services. The User shall not use any open API provided by Appier to build any competitive product and/or services.
Article 7 Service Fees and Payment
As principle, the service fee of the Services will be calculated on a monthly basis, and the monthly fee may be adjusted upon the number of the function as desired by the User and the number of Designated Channels’ followers. User shall make payments pursuant to the payment method and schedule as designated by Appier.
In the event that the User delays payment of the Service Fees, the User shall bear an annual interest rate of 14.6% (or the highest rate allowed by applicable law, whichever is lower) as compensation to Appier for delay damages.
User may terminate theServices Agreement pursuant to the terms and conditions therein, providing that in no event shall Appier be obligated to refund the Service Fees paid by theUser to Appier prior to the termination.
After the termination of Services Agreement, the Services will be shifted to BotBonnie Starter Plan (i.e. free version), and the User is entitled to continue using it.
Article 8 Ownership of IntellectualProperty Rights
User shall own all rights, titles and interests (including Intellectual PropertyRights and other proprietary rights) in and to all the content and information(Including but not limited to text, design, graphic, music and video, information relating to Designated Channels’ followers, or the materials prepared by Appier under User’s instruction (if applicable)), here in after collectively referred to as “Content”) provided, transferred, distributed, inputted, uploaded to the Services, and the User shall be solely responsible for the use of such materials. The User here by warrants that it has all rights that are required for User to utilize, provide, upload such Contents during its use of the Services, along with the rights to license Appier to use the same. User shall also warrant and represent that any Content provided by User and Appier’s usage thereof will not infringe, misappropriate or violate any third party’sIntellectual Property Rights, or result in violating any applicable laws. The User acknowledges that in any event that the Contents or any derivative infringes any rights of any third party, violates applicable laws or breaches any terms and conditions of any ThirdParty Service, the User shall bear full liability; further, in no event shall Appier be liable for any claim made by any third party relating to theContents. Last but not least, although Appier bears no obligations to review any information to be distributed by theUser through any Third Party Service via this Service, Appier still may request the User to amend the content of any communication or refuse to provide theServices when necessary if Appier notices any improper matter.
The IntellectualProperty Rights in the Content shall at all time belong to the User and/or its licensor(s). User hereby grant to Appier a limited, non-exclusive, irrevocable, worldwide, royalty-free, transferable license, with the rights to sublicense, access, view, use, copy, modify, publicly display and distribute such Content to the extent required to provide the Services.
TheUser shall not in any way use or display Appier’s proprietary information (including but not limited to BotBonnie’s logo) for whatever purpose without Appier’s prior written consent.
Except for theContents, the User shall in no event claim any rights against, and Appier and/or its licensor (if any) shall at all time owns all rights, titles and interests (including all Intellectual Property Rights, trade secrets, know-how and other proprietary rights) in the Services and any material relating to theServices (including but not limited to the structure of the website, source code, trademark, design, open API developed and provided by Appier), derivative data and any work derived from the use of this Services. Unless otherwise expressly provided in these Terms, the consent to allow the use of the Services does not constitute the grant of license regarding the Intellectual PropertyRights of Appier or its licensor from any aspect. User shall not act in any way that infringes or may infringe the Intellectual Property Rights of Appier or its licensor (including but not limited to disassembly, de-compilation and reverse engineering).
User agrees that Appier is free to (i) collect, use and create derivative works of data regarding Service usage and performance derived from the Services; (ii)aggregate such data with other data to create compilations and analysis of such data (the “Aggregated Data”); and (iii) use, copy, modify, create derivative works of, publish and disclose such Aggregated Data in a manner that does not directly or indirectly identify the User or any individual person. Appier shall own all right, title and interest to the Aggregated Data and any derivative works thereof. In addition, Appier shall be free to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts ,processes and techniques) related to the Services or acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer).
Article 9 User’s other Responsibilities and Obligations
User shall only use the Services for the purpose of internal analysis and/or enhance the engagement of Consumers.
Appier may request User to provide reasonable assistance, information and data access as required to provide the Services (e.g., where customized plan or customized services are required), and User shall response to such request accordingly.
Appier will use commercially reasonable efforts to maintain the Services availability to send and receive data, subject to downtimes resulting from maintenance, repairs and upgrades. Appier will attempt to notify User electronically via the Service in advance of any planned downtime. Notwithstanding the foregoing, Appier shall not be liable for any failures in the Service or any other problems which are related to and/or resulted from User’s and/or Third Party Services’ data and/or systems.
TheUser shall be responsible and at its own cost to prepare and maintain the computer, software, other equipment, communication lines as well as other internet environments which are necessary to receive the Services.
The User hereby warrants that, in respect of all the Contents and/or any personal data processed and/or provided pursuant to the Services Agreement, it has made all the disclosure as required under applicable personal data protection laws (e.g., the purpose and method of data collection) to Consumers and obtained necessary consents. User shall use its own efforts and costs to solve and/or proceed all the transactions, communications and disputes (including but not limited to those relating to personal data) between the User and Consumers. Appier shall in no event be held liable under any of the above events.
Upon the termination of the Services Agreement, the User shall delete and remove all the open API provided by Appier from all the Designated Channels. The User hereby acknowledges that, if the User fails to delete the said open API in a timely manner, Appier in no event will be held liable for any damages (e.g.,errors in Designated Channels) suffered by the User in relation to or arise from Appier’s actions (modify or invalidate the open API) taken after the termination of the Services Agreement.
Article 10 Confidential Information
Confidential Information means all and any information and/or materials disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in relation with the Services, including but not limited to those relating to Disclosing Party’s current or future business operation, finance status, marketing activities or technical information, provided that such information is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary given the nature of the information disclosed and the circumstances relating to the disclosure. Confidential Information also includes, but not limited to, (i) all the information disclosed contained in material of whatever nature and/or formats of any kind, which is affixed with “confidential” or other wordings alike when being disclosed; and (ii) all the information which in practice a receiving party with good faith will consider it as confidential.
Notwithstanding the preceding paragraph, information which the Receiving Party may reasonable prove that falls within any following scope shall not be viewed as Confidential Information: (i) information that is already in the public domain or already known to the Receiving Party at the time it is provided or disclosed by the Disclosing Party; (ii) information that becomes available in public domain through publication or other means after being disclosed by the Disclosing Party or being known by Receiving Party due to reasons not attributable to Receiving Party; (iii) information that is received lawfully from a third party who has the rights to provide or disclose such information without breach of confidentiality obligation; and (iv)information that is independently developed by the Receiving Party without reference to the Confidential Information.
Nothing herein shall prevent a party from disclosing the other party’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, the Receiving Party shall use reasonable efforts to (i) promptly notify the Disclosing Party in writing of such requirement to disclose and (ii) cooperate with the DisclosingParty in protecting against or minimizing any such disclosure or obtaining a protective order.
The Receiving Party acknowledges that unauthorized disclosure of Confidential Information would cause substantial harm for which monetary damage compensation alone would not be a sufficient remedy. Therefore, uponReceiving Party’s unauthorized disclosure of Confidential Information, theDisclosing Party will be entitled to injunctive or other equitable relief along with any available remedies under applicable laws.
Article 11 Prohibited Action
User is prohibited from taking any action as listed below when using the Services. If, Appier determines that the User and/or any Designated Channel falls within (ormay fall within) any of the following scope, Appier has the right to suspendits Services to such User and/or terminate the Services Agreement without any liability.
Infringement of Intellectual Property Rights, privacy rights, reputation or other rights or interests ownedby Appier or any other third party (including but not limited to direct orindirect infringement);
Attempt to conduct disassembly, decipherment, de-compilation, reverse engineering and/or other methods toderive the source code relating to the Services.
Violation of applicable laws orregulations, conduct criminal acts or violation of public order or good morals.
Distribute untrue, harmfulinformation or other inappropriate contents, including but not limited to informationrelating to illegal sexual, obscene and violence contents, threats, harassment,slander, deception, fraud, infringement of others’ privacy, impersonation ofothers; persecute, conduct harassment, despise and threating others base onones’ religion, gender, sexual orientation, race, ethnicity, age ordisabilities.
Transmission of information containing computer virus or other harmful computer programs.
Actions which may possibly interfere Appier’s operation (including but not limited to the operation of theServices).
Any other inappropriate action asdetermined by Appier at its sole discretion (including but not limited tobreaches under the Services Agreement).
Article 12 Suspension of the Services
Under anyof the following events, Appier may suspend or cease the Services in whole or in part without prior notice to the User: a. Emergency inspection or maintenance of the computer systems related to the Services. b. Suspension due to accidents relatingto computer or communication lines. c. The Services cannot be operated dueto force majeure events such as fire, power failure, and natural disaster.
Other circumstances where suspension or cease of Services is necessary as determined by Appier.
Appier shall not be held liable forany damages caused to the User by actions taken by Appier pursuant to this Article 12.
Article 13 Termination
In the event that the User falls within the scope of any following events, Appier maysuspend the Services and/or terminate the Services Agreement without any prior notice. a. Breach of any provision of the Services Agreement. b. False statement is found in the Application Information. c. Under the applicable laws, the Usersuspends its payment or becomes insolvency, or is subjected to the commence of guardianship,bankruptcy, civil rehabilitation, corporate reorganization, special liquidationor other similar procedures.
In the event that the User falls within the scope of any of the events provided in the preceding paragraph, the User shall lose its benefit of time with respect toall outstanding payments and shall pay Appier the full amount of all outstanding payment(s) immediately.
Appier shall in no event be held liable for the damages suffered by the User due toAppier’s action taken under this Article.
Article 14 Liability for Breaching the Services Agreement
If the Userfails to perform or breaches its obligations under the Services Agreement, and thus cause damages to Appier or result in other third party’s claim against Appier, the User shall provide any and all necessary assistance to Appier, andbe liable to compensate all the damages suffered by Appier, including but notlimited to attorney fees and litigation fees.
Article 15 Warranties
Appier hereby warrants andrepresents that (a) it has full corporate right, power and authority to enter into the Services Agreement and to perform the acts required of it hereunder; (b) the execution of the Services Agreement by Appier, and the performance of its obligations and duties hereunder, do not and will not violate any agreementto which it is bound, and (c) it will be bound by the Services Agreement uponthe execution of the same.
The User hereby warrants and represents that (a) it has full corporate right, power and authority to enter into the Services Agreement and to perform the acts required of it hereunder;(b) the execution of the Services Agreement by the User, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is bound, (c) it will be bound by the Services Agreement upon the execution of the same, (d) it will not use any virus, worm, crack programs,bot, electronic equipment, computer programs or any other inappropriate methodto interfere, invade, damage, modify and decompile the Services, (e) it will not conduct reverse-engineering against the Services nor modify the source code of the Services; (f) it does not and will not fall within the scope of Anti-Social Forces (defined as follows) for all time and (g) it is not and willnot be listed in the United States’ Office of Foreign Assets Control Sanctions List for all time.
Appier makes no warranty that the use of the Services by the User will comply with all laws or internal rules ofindustry associations that are applicable to the User, and the User shall confirm the same at its own responsibility and costs. The User shall beresponsible for handling and resolving any transaction, contact or disputearises between the User and any third party relating to the Services.
Appier shall not be held liable forthe suspension, cease, termination, unavailability or change of the Services pursuant to these Terms, or deletion of data, or malfunction or damage ofequipment due to use of the Services, or any other damages suffered by the Userin connection with the Services which is not attributable to Appier.
Article 16 Disclaimer and Indemnification
THE SERVICES ARE PROVIDED ON AN"AS IS" AND "AS AVAILABLE" BASIS. APPIER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESSFOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALINGOR PERFORMANCE. APPIER EXPRESSLYDISCLAIMS ALL WARRANTIES OF ANY KIND THAT THE SERVICES WILL ALWAYS BEAVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND SECURE OR OPERATE WITHOUT ERROR OR THAT ANY SERVICES OR PLATFORM PROVIDED HEREUNDER WILL OPERATE WITHOUT ERROR.
APPIER WILL IN NO EVENT BE HELDLIABLE FOR (I) USER’S NEGLIGENCE, INTERRUPTIONS, DELETIONS, ERRORS OR DELAYDURING USER’S OPERATION OR TRANSFERATION, (II) TRANSMISSION INTERRUPTION ORINTERNET CONGESTION, (III) THEFT OR ANY OTHER ILLEGAL CONDUCTS, (IV)UNAUTHORIZED USE OR MODIFICATION AGAINST THE SERVICE, OR (V) OTHER EVENTS NOTATTRIBUTABLE TO APPIER.
EXCEPT FOR EVENTS RELATING TOARTICLE 7 OF THESE TERMS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHERPARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, RELIANCE ORCONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, HOWEVER CAUSED, AND WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE), OR ANY THEORY OF LIABILITY, SUFFERED BY THE OTHER PARTY,INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS UNDER OR ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCEHEREUNDER, AND WHETHER OR NOT THE APPLICABLE PARTY WAS ADVISED OF THEPOSSIBILITY OF SUCH LOSS OR DAMAGES.
IN NO EVENT WILL APPIER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AGREEMENT, ANY DISPUTE FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AGGREGATED AMOUNT PAID BY THE USER TO APPIER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
Article 17 Additional compliance requirement
To the extent applicable, as determined by Appier, if the User belongs to anti-social forces (referring hereafter to organized crime group, organized crime group member, right-wing organization,anti-social forces or other equivalent organizations according to applicable Japanese laws and regulations, “Anti-SocialForce”), or provides funds or uses other means to maintain, operate, orassist in or participate in the operation of Anti-Social Forces or has anyinteraction or involvement with Anti-Social Forces, Appier may terminate the Services Agreement immediately without prior notice to the User.
In additionto the provision of the preceding paragraph, in the event that any User’sdirector, supervisor, employee or other member, shareholder, client and/orsupplier, or consultant or other expert advisor is confirmed to be Anti-SocialForces, or provides funds or uses other means to maintain, operate, or assistor participate in the operation of Anti-Social Forces or has any interaction orinvolvement with Anti-Social Forces, Appier may terminate the Services Agreement immediately by written notice to the User if the User fails complywith Appier’s request to eliminate such relationship within a reasonable period upon the User’s receipt of Appier’s notice.
To the extent applicable, as determined by Appier, if the User is confirmed to belisted in the United States’ Office of Foreign Assets Control Sanctions List, Appier may terminate the Services Agreement immediately without prior notice to the User.
In the event that the Services Agreement is terminated under this Article 16, Appier shall not be held liable for any damages suffered by the User due to such termination, while the User shall compensate Appier for any and all damages suffered by Appier.
Article 18 Subscription Period Term
Unless otherwise agreed by both parties, subscription period shall start from the starting dateas stated in the application form or online transaction record (as applicable),until (i) the expiration date as stated in the same, or (ii) either partyterminates the Services Agreement (whichever is earlier). Unless either party notify the other party its intent of not renewing the Services Agreement no later than 60-day prior to the expiration of the then subscription period in writing(or through the dashboard or other way as designated by Appier), then the Services Agreement will be automatically renewed for 1 year upon the expiration of the initiate subscription period and each renewed term.
Article 19 Communication/Notice
The User’squeries about the Services and other communications or notices from the User to Appier, as well as other communications and notices from Appier to the Usershall be given in the manner specified by Appier separately.
Article 20 Assignment
With respect to its status under the Services Agreement or the rights and obligations under these Terms, the User shall not assign, transfer, pledge or otherwise make any disposal toany third party without with the prior written consent of Appier.
If Appierassigns the business relating to the Services to another company, its statusunder the Services Agreement, rights and obligations under these Terms, as well as registration data of the User or other customer information may also beassigned to the assignee of such business assignment. The User shall hereby agree to such assignment in advance. Furthermore, assignment of business asreferred to in this paragraph shall, in addition to general assignment of business, also include company split-ups and any other business transfer events.
Article 21 Severability
If anyprovision or part of the Services Agreement is determined to be invalid orunenforceable under applicable laws, the remainder of these Terms shall remainin full force and effect.
Article 22 Survival
To the extent necessary by its nature, Articles 5 through 12, Paragraphs 2 and 3 ofArticle 13, Articles 14 through 17, and Articles 19 through 24 shall survive the termination of the Services Agreement. Notwithstanding anything to the contrary, Article 10 shall remain effective until the third anniversary from the termination of the Services Agreement.
Article 23 Governing Law and Jurisdiction
The Services Agreement shall be governed, construed and interpreted in accordance with the laws where the signing entity of Appier locates, without giving effectto principles of conflict of laws.
If the Services Agreement shall be governed by laws of Singapore, any issues or disputes arising out of or in connection with the Services Agreement, including any question regarding its existence, validity or termination (“Disputes”), shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being inforce, which rules are deemed to be incorporated by reference in this clause.The tribunal shall consist of 3 arbitrators unless otherwise agreed by the Parties in writing. The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
If the Services Agreement shall be governed by the laws of Japan, all the Disputes shall be brought in Tokyo District Court as the exclusive court of competentjurisdiction.
If the Services Agreement shall be governed by the laws of Taiwan, Republic of China,all the Disputes shall be brought in Taipei District Court as the exclusive court of competent jurisdiction.
Article 24 Dispute Resolution
For matters not stipulated in the Services Agreement or in the event of any doubt regarding the interpretation of the Services Agreement, Appier and the User shall first negotiate and resolve the issues in good faith.