Membership Subscription Agreement
Release Date: SEP 1st, 2023
This Membership Order Agreement (the "Agreement") is a legally binding contract entered into between Lita Digital Co., Ltd., a company registered in the British Virgin Islands and the operator of Litok APP (hereinafter referred to as "Litok" or "we"), and yourself or the entity you represent (hereinafter referred to as "you" or "your"). By selecting, clicking to confirm, proceeding to the next step, or otherwise accepting this Agreement through a webpage on the internet or by using Litok's products and services (whichever occurs earlier), you signify that you and Litok have reached an agreement and that you agree to be bound by all the terms and conditions of this Agreement. In the event of significant changes to the content of this Agreement, Litok will notify you in advance through the APP page, in-site messages, emails, or other methods deemed effective by Litok. If you do not agree with the modified terms, please discontinue using Litok's services.
Your acceptance of this Agreement shall be deemed as confirmation that you have carefully read and understood the entire contents of this Agreement. Regarding this Agreement, we urge you to pay special attention to the terms that limit or exempt liability, as well as the product or service rules applicable to specific products or services when activated or used.
If you disagree with any part of this Agreement or find it difficult to comprehend certain terms, you may seek assistance from Litok before proceeding. However, please refrain from further actions. Your use of any product or service under this Agreement signifies that you have read and agreed to the obligations outlined in this Agreement. At that point, you shall not have the right to claim the Agreement's invalidity on the grounds of not having read its content or not receiving answers to your inquiries from the service provider, nor shall you be entitled to request the revocation of this Agreement.
"This Agreement" encompasses the main body of this Agreement, orders, the "User Service Agreement" as presented by Litok, and any other product or service rules.
"Product Services" refer to the various products and related services provided by Litok under this Agreement. They are also referred to as "Litok Product Services". For specific information, please refer to Litok APP and the relevant product service rules.
"Product Service Rules" denote any documents, agreements, regulations, terms, etc., related to Litok product services that are published through the APP console or any other means and are subject to updates as per business requirements. This includes, but is not limited to, product descriptions, product pricing, operational guidelines, privacy policies, Product Service Agreements (SLA), etc.
"Business Day" refers to the statutory working days at the location of the company or its operational department.
"Order" pertains to the electronic certificate automatically generated by the system upon your confirmation of purchasing product services on Litok. This certificate contains fields such as the name of the purchased product service, service duration, service amount, and more.
"Service Period" denotes the duration displayed in the order for the product service you have paid for.
B. Declarations, Representations, and Warranties
Both you and Litok make the following declarations, representations, and warranties to each other:
Each party has the right to sign/agree to this Agreement and has obtained all qualifications, licenses, and authorizations necessary to fulfill the obligations stipulated in this Agreement. Both parties assure that they will sign or obtain all required documents or permits and take all necessary actions to ensure the smooth execution of the terms agreed upon in this Agreement.
Unless otherwise provided in this Agreement, the Agreement signed by both parties complies with the prevailing and effective laws and regulations, as well as any judgments, rulings, or provisions of any court, regulatory agency, or government organization that significantly affect business operations. This Agreement shall not impair the legitimate rights and interests of any third party.
During the term of this Agreement, in the event that either party undergoes events such as mergers, acquisitions, or changes in corporate structure with a third party, the successor entity of either party shall continue to fulfill the obligations under this Agreement that have not been completed by the respective party.
C. Your Rights and Responsibilities
Within the limits permitted by law, you are entitled to use the services provided by Litok while adhering to the relevant laws in your jurisdiction. By accepting this Agreement, you confirm that you have a clear understanding of the services offered by Litok and are aware of the detailed introduction, Product Service Agreement (SLA), usage methods, and all other product service rules related to the technical services provided by Litok.
You have the right to order product services of various durations. During the subscription period, you are entitled to enjoy the services provided by Litok based on existing technology and standards. Litok will exert reasonable commercial efforts to provide consistent and secure services in accordance with the terms of this Agreement and the service standards. The specific service standards are detailed in the published Product Service Agreement (SLA) and other product service rules by Litok. During the subscription period, you can enjoy the following product services provided by Litok:
i. Litok provides online assistance for your inquiries during business hours from 9:00 AM to 5:00 PM on working days.
ii. Litok will address malfunctions arising from non-human operations within 8 hours of your contact during working hours and will restore normal product service usage within a reasonable timeframe. Exclusions include factors beyond Litok's control, events due to your actions, force majeure, and matters outside the scope of Litok's control.
During the subscription period, you are entitled to benefits such as general usage time and audio integration, as displayed on the Litok page. Regardless of the duration of the product service you order, you only enjoy the mentioned benefits in the current month; they expire the following month and cannot be accumulated.
You must ensure accurate and error-free order information for proper billing and statistics by Litok. Billing and statistics shall be based on Litok's records unless you provide substantial evidence of errors in Litok's data. Litok shall not be liable for billing errors caused by incorrect order information provided by you, and Litok is not obligated to refund any service payments you have made.
You are obligated to make service payments as stipulated in this Agreement. Failure to make payments in accordance with this Agreement grants Litok the right to unilaterally refuse or terminate the provision of product services to you, while retaining the legal right to recover outstanding debts.
You are responsible for maintaining the integrity and confidentiality of the data you store while using the product services and for the completeness and confidentiality of information such as your APP ID, API Secret, API Key, and other details used to access and manage various Litok product services. Actions taken under your account will be attributed solely to you, regardless of whether such actions were authorized by you, your employees, or third parties (including contractors or agents). You are accountable for all actions or activities associated with your account, and Litok and its affiliates are not liable for any unauthorized access to your account.
If account information violates laws, regulations, departmental rules, or national policies, Litok reserves the right to directly modify or delete such content. Additionally, Litok has the right to cease providing product services to you.
Due to objective limitations in industry technological standards, Litok cannot guarantee that the product services provided will be flawless. You agree that even if there are imperfections in the services provided by Litok, which are unavoidable within the current industry technological standards, such imperfections will not be considered a breach by Litok. You agree to cooperate with Litok in resolving such issues.
You agree that data backup is your obligation and responsibility. Litok is not obligated to fully back up your data or information and is not liable for your data backup activities or outcomes.
When using Litok's product services, you must adhere to relevant laws, regulations, and national/regional policies in your jurisdiction, maintain network order and security, refrain from engaging in illegal activities, and avoid facilitating such actions. The prohibited illegal activities include but are not limited to:
i. Engaging in illegal online activities such as "gambling," "private servers," and "cheating," as well as other fraudulent or deceptive behaviors.
ii. Distributing illegal, non-compliant, false information or engaging in unsolicited commercial SMS, email sending, or other forms of harassment.
iii. Infringing on the legitimate rights, including image rights, reputation rights, privacy rights, intellectual property rights, etc., of Litok or third parties.
iv. Causing network interruptions through excessive load or any means, or engaging in unauthorized interception, theft, interference, or monitoring.
v. Undertaking any activities to damage or attempt to damage network security, including but not limited to using network/computer viruses, Trojans, malicious code, phishing, etc., to maliciously scan websites, illegally intrude into systems, or unlawfully obtain data.
vi. Changing or attempting to change the system configuration provided by the product services or engaging in actions that compromise system security.
vii. Disrupting Litok's operations or affecting others' use of products or services through technical means or other methods.
viii. Decrypting, reverse engineering, or engaging in any activities to decipher product services and related information, probing, or attempting to obtain Litok user personal information or related user information.
ix. Operating any network business for which you lack qualifications using Litok's provided network resources.
x. Engaging in any actions that may negatively impact or cause losses to Litok.
In order to achieve the objectives of this Agreement, you may need to provide relevant information about yourself or other third-party collaborators. You must ensure that the collection and provision of such information adhere to lawful, legitimate, and necessary principles. You should clearly indicate the purpose, methods, and scope of information collection and usage, and have obtained explicit authorization from the corresponding natural persons.
Litok will strive for accuracy in the results of data analysis, data verification, and other product services through reasonable efforts. However, Litok does not guarantee the accuracy or suitability for specific purposes of the provided analytical results. Analytical results such as scores and classifications provided by Litok should be used as references and cannot replace your own business decision-making processes. Litok holds no liability for any losses you may incur as a result of making business decisions based on Litok's analytical results. You are obligated to maintain confidentiality for all data analysis and verification results obtained and are prohibited from providing or selling such results to third-party collaborators.
Without written permission from Litok, you are not allowed to resell, sublease, or provide to any other third-party collaborators the product services provided by Litok, including but not limited to programs, interfaces, software, source code, tools, and documentation.
D. Litok's Rights and Responsibilities
Litok should provide you with the product services as displayed on the order page. The entirety of information displayed on the order page is an integral part of this Agreement and holds the same legal effect as this Agreement.
Litok has the right to charge you service fees in accordance with Litok's fee standards. The specific fee standards for services shall be as displayed on the order page.
Invoicing matters shall be based on information published by Litok. Litok has the right to request you to provide various qualification certificates necessary for issuing invoices. If you fail to provide the required qualifications or if the delivery of the invoice is delayed due to your qualification information, Litok is not responsible.
Litok has the right to monitor and make independent judgments regarding your use of the product services. If Litok discovers that your usage of the product services provided by Litok violates any provisions of this Agreement, user agreements, or other related regulations, through internal reviews, notifications, or reports, Litok has the right to notify you and request correction or to take all necessary measures deemed appropriate by Litok (including but not limited to modifying or deleting uploaded content, suspending or terminating your right to use network services, terminating all or part of the product services provided to you), in order to mitigate the impact of your inappropriate behavior on Litok. Upon receiving a notification from Litok, you should rectify any violations of this Agreement within 3 business days. If violations persist after the specified period, Litok has the right to suspend the provision of product services to you. You are responsible for any losses arising from such actions.
E. Settlement Method
The services you purchase are prepaid before usage. Litok will provide you with services after you have paid the full service fees. If you fail to make timely payment, the order will automatically become invalid after the payment deadline. If you wish to continue using the service after the expiration date, you must pay renewal fees in advance to extend the service.
Litok will occasionally launch promotional activities. The content and rules of these activities shall be subject to Litok's official announcements.
Recharge: You can use the payment methods provided by the Litok APP to recharge service fees to your Litok account. Payment methods and specific rules shall be based on the information displayed by Litok.
Invoice Application: You can apply for invoices from Litok. For specific application requirements, invoice content, invoiced amount, and the invoicing process, please refer to Litok's instructions.
F. Intellectual Property
Intellectual property rights not arising from this Agreement shall belong to the party that lawfully possesses such rights.
The intellectual property rights related to the product services mentioned in this Agreement, including but not limited to programs, interfaces, software, source code, tools, documentation, and any other related components (regardless of whether they are customized for you), are owned by Litok. During the subscription period, you only have the right to use them. Unless otherwise agreed upon, neither party can acquire the copyrights, patent rights, trademark rights, or any other intellectual property rights owned by the other party under this Agreement.
You are prohibited from partially or fully renting, lending, copying, counterfeiting, replicating, modifying, or using Litok's provided products, services, or technologies for any commercial purpose. You are also prohibited from engaging in reverse engineering, decompilation, disassembly, or using any other methods or tools to access the purpose code or source code of Litok's products, services, or technologies.
If you provide any suggestions, Litok and its affiliates have unrestricted rights to use those suggestions. You hereby irrevocably assign all rights, ownership, and interests in such suggestions to Litok and agree to provide any assistance that Litok may require to evidence, perfect, and maintain its rights in those suggestions.
G. Breach, Compensation, and Liability Exemption
Either party breaching this Agreement shall bear the corresponding legal liabilities.
In the event of a serious breach of this Agreement by you, Litok has the right to terminate this Agreement in advance and will not refund any service fees you have already paid. Such termination will be effective upon delivery of notice from Litok to you.
For any losses, accusations, penalties, claims, judgments, or expenses resulting from the performance of this Agreement, or related to or arising from it, the breaching party shall be held liable. Particularly, if your breach of this Agreement causes losses to any third-party vendors (including legal fees, attorney fees, and vendor expenses), you should ensure that Litok and its employees, agents, managers, or related companies are exempt from any liability resulting from those losses, and you should compensate Litok for the damages paid to such vendors.
Except for publicly announced discount activities, you should keep the details of any discount benefits you enjoy confidential, as per relevant rules (if any). Otherwise, Litok has the right to take one or more of the following measures:
i. Temporarily suspend or terminate part or all of the benefits unilaterally.
ii. Require you to pay the corresponding fees for the enjoyed free or discounted product services.
If Litok's actions prevent you from using its services normally, Litok should compensate you for the corresponding losses according to the service compensation terms. The specific service compensation standards can be found in Litok's public information.
Liability Exemption You agree that within the scope permitted by law, Litok shall not be held liable in the following cases:
i. Your inability to use the product services normally due to the following reasons:
a. Data loss or service interruption caused by hacker attacks.
b. Data loss or service interruption caused by changes in your system or network configuration.
c. Customer service unavailability due to software bugs in your system.
d. Other abnormal service situations caused by reasons unrelated to Litok.
ii. Temporary service interruption by Litok due to server configuration or maintenance, with prior notice.
iii. Internet route blockages not caused by Litok resulting in decreased website access speed or service interruption, including but not limited to:
a. Natural disasters such as earthquakes, explosions, floods, fires, storms, hurricanes, etc.
b. Wars, hostilities, armed conflicts, terrorist activities, insurrections, coups, etc.
c. Strikes, riots, public disturbances, or malicious activities.
d. Power or power supply failures, public facility or other telecommunications failures.
e. Government actions, policy changes, blockades, embargoes, telecommunications department adjustments, government controls, etc.
iv. Termination of relevant product services due to the expiration of the purchased product service period.
v. Other liability exemption situations specified in the product service rules.
Limitation of Liability
i. Neither party shall be liable to the other party for special, incidental, indirect, or consequential damages and losses (including but not limited to anticipated profits, benefits, business opportunities, business interruptions, data loss, etc.), even if the party has been informed of the possibility of such damages.
ii. In fulfilling this Agreement, Litok is not responsible for losses caused by actions or inactions of third-party vendors.
iii. In any case, the total liability for breach of contract by the company under this Agreement shall not exceed the total service fee corresponding to the breach service.
H. Dispute Resolution:
The formation, performance, interpretation, and resolution of disputes under this Agreement shall be governed by the laws of Taiwan (R.O.C.) and subject to the jurisdiction of the Taipei District Court in Taiwan.
In the event of a dispute arising from matters within the scope of this Agreement, both parties shall first attempt to resolve the dispute amicably. If no resolution is reached within 30 days, either party may bring the dispute to the jurisdictional court for litigation.
During the pendency of the dispute, both parties shall continue to fulfill their respective obligations under this Agreement, except for the disputed matters.
Matters not covered by this Agreement shall be subject to information published by Litok.
Litok possesses reasonable processing rights and final interpretation rights over various promotional activities related to product services (including, but not limited to, invitation codes, coupons, virtual currency).
Under this Agreement, Litok may provide you with notifications through methods such as website announcements, in-site messages, emails, SMS, or other means deemed effective by Litok. Such notifications shall be deemed delivered on the date of sending.
Unless otherwise stipulated by law, the failure or delay of either party to exercise the rights under this Agreement shall not constitute a waiver of those rights. Exercising such rights individually or partially shall not impede the exercise of any other rights, powers, or privileges.
Any provision of this Agreement that is wholly or partially invalid or unenforceable for any reason shall not affect the validity and enforceability of the remaining provisions of this Agreement.
Without prior written consent from Litok, you shall not transfer or assign this Agreement or any of your rights and obligations under this Agreement. Any transfer or assignment in violation of this provision shall be invalid.
Lita Digital Co., Ltd.