I. General Provisions
1. Purpose
This Terms of Service (this “Terms of Service”) stipulates the rights, obligations, conditions, procedures, and other necessary provisions related to the Member’s use of the “Boildown” services provided by Lotlas Inc. (the “Company”).
2. Definitions
2.1. The capitalized terms used in this Terms of Service shall have the following meanings:
a) Member means a person who enters into a service agreement in accordance with this Terms of Service and uses the Services provided by the Company.
b) Service(s) means the widgets and dashboards used for accessing and using a comprehensive SaaS integration provided by the Company to the Member, and all incidental services related to the "Boildown" service.
c) Content(s) means the symbols, text, voice, sound, pictures, videos, shapes, colors, images, etc. (including any combination thereof) provided by the Company to the Member in connection with the Service.
2.2. Except as provided Clause 2.1 of this Terms of Service shall be interpreted in accordance with the definitions provided under applicable laws and service-specific policies. Any terms that are not defined by the foregoing shall be interpreted in accordance with general commercial practices.
3. Notices and Changes to the Terms of Service
3.1. The Company shall notify the content of this Terms of Service by posting the information on the Company’s website or through any other methods (email, pop-up screens upon logging in, etc.) to the users. This Terms of Service shall take effect when a Member who consents to this Terms of Service subscribes to this Services and becomes a Member.
3.2. The Company may amend this Terms of Service to the extent that the amendment is necessary and does not violate any applicable laws. In such case, the Company must notify the Members of the reasons for the amendment and the effective date of the amendment and provide the Members a copy of the then-current Terms of Service through the method set forth in Clause 3.1 for seven (7) days prior to the effective date of the amendment.
3.3. If the Company notifies the Members that the Members will be deemed to have accepted the amendment if they fail to expressly reject the amendment before the effective date of the amendment when notifying the Members of the amendment, and if a Member does not express his rejection before the effective date as set forth in this Clause, the amended Terms of Service shall be deemed accepted by the Member from the effective date. Any Member who expressly rejects the amended Terms of Service may withdraw their membership.
4. Execution and Application of the Service Agreement
4.1. A person who wishes to use the Services (the “Applicant”) shall apply for the use of the Services after having consented to this Terms of Service. The service agreement shall be deemed executed when the Company approves such application.
4.2. The Company may refuse to accept an application in any of the following circumstances:
a) Where the Applicant used the information of a third person
b) Where the Applicant misrepresented the content of the Application or failed to meet the Application requirements
c) Where the Applicant used the Services through unusual or circumventive means in counties where the Company does not provide the Services
d) Where the Applicant applied for the use of the Services with the purpose of engaging in any conducts that are prohibited by relevant laws or for the purpose of undermining the wellbeing and order of society or public morals
e) Where the Applicant seeks to use the Services for profit in a manner not provided or permitted by the Company
f) Where the Applicant is re-applying for membership after having been withdrawn due to violating this Terms of Service
g) Where the age of the Applicant is less than fourteen (14) h) Any other similar circumstances, where approval is found inappropriate.
4.3. The Company may withhold its approval of any Applications if it does not have enough facilities available for the Services or if there are any technical or business issues. In such cases, the Company may withhold its approval until the foregoing causes are resolved.
Rules Other Than the Terms of Service
5.1. The Company may, if necessary, establish individual Terms of Service for specific services and notify them in accordance with Clauses 23.1 or 23.2. The consent to the individual Terms of Service will be subject to a separate consent procedure when the Member first uses the specific service. In this case, the Terms of Service for individual services shall prevail over this Terms of Service.
5.2. Any matters not stipulated in this Terms of Service shall be governed by applicable laws or general commercial practices.
II. Management of Personal Information
6. Protection of Personal Information
The Company endeavors to protect the Member’s personal information in accordance with applicable laws. The Company’s Privacy Policy and applicable laws govern the protection and use of the Member’s personal information. However, the Company’s Privacy Policy does not apply to any hyperlinked services (including the SaaS services linked through the widgets) other than the Services provided by the Company.
III. Obligations of the Parties
7. Company Obligations
7.1. The Company shall perform its obligations in compliance with applicable laws and this
Terms and Services in good faith.
7.2. If any equipment fails or data is lost or damaged while improving the Service to provide
continuous and stable service, the Company shall use its best efforts to repair or restore
the equipment without delay unless there is an unavoidable reason such as natural
disaster, emergency, or a failure or defect that cannot be solved by current technology.
8. Member Obligations
8.1. Members shall not engage in any of the following acts.
a) use false information or information of others when applying for or changing the Service
b) alter the information published by the Company or disrupt the Company’s Services
c) collect, store, post or disseminate other Members' personal or account information without authorization
d) reproduce, disassemble, imitate, or otherwise modify the Services through reverse engineering, decompiling, disassembling, or any other process
e) interfere with the Company's normal services by using the Service in a manner different from normal use, such as using automatic access programs, causing a load on the Company's servers
f) grant access to a third party other than the individual Member by lending or transferring their account
g) infringe the intellectual property rights, including copyrights, of the Company and other third parties
h) without authorization, reproduce, distribute, promote or commercially use the information obtained through the Company's services
i) use the Service by exploiting any known or unknown bugs
j) gain an advantage by deceiving others or cause harm to others in connection with the use of the Company's Services
k) any other acts that is unlawful or conducted in or with an unfair manner and purposes
8.2. Members shall securely manage their access rights and the means of access to their accounts. The Company shall not be liable for any misappropriation of the Members’ accounts or the use of the Services due to causes attributable to the Member.
8.3. Members shall comply with these Terms of Service and any notices made by the Company in connection with the Service and shall be liable for any loss or damage arising from their violation or failure to comply with these Terms of Service and notices.
IV. Use of Services and Restrictions
9. Provision of Services
9.1. The Company shall make the Service available immediately to Members who have executed the service agreement in accordance with the Article 4. However, in the case of some services, the service may start from another date specified by Company according to its needs, which shall be notified in the service.
9.2. The Company may provide other incidental services, including those set forth in this Terms of Service, when providing the Services to the Members.
9.3. The Company may classify the Members and provide different Services to each class, such as the number of pages or widgets that can be used when using the Service and the range of Services provided.
10. Use of Services
10.1. The Service shall be provided 24 hours a day, 7 days a week, 365 days a year, unless there are special business or technical difficulties.
10.2. Notwithstanding Clause 10.1, the Company may suspend all or part of the Services in any of the following cases. In this case, the Company shall notify the reason and period of the suspension in advance on the initial screen of the application or the notice board in the Service. However, if such notice cannot be given in advance due to unavoidable reasons, the suspension may be notified after-the-fact.
a) Where the suspension is necessary for system operation, such as regular system maintenance, server expansion and replacement, network instability, etc.
b) Where normal services cannot be provided due to a power outage, failure of service facilities, excessive use of the Service, maintenance or inspection of facilities by telecommunications carriers, etc.
c) Where there are circumstances beyond the control of the Company, such as war, acts of God, natural disasters, or equivalent national emergencies.
10.3. In order to use paid services, the Members must pay the fees specified in the Service.
11. Changes to and Suspension of Services
11.1. In order to provide the Services efficiently, the Company may make changes to the Services according to its operational or technical needs. In such an event the Company will notify the content of the changes to the Service before making the changes. However, if the changes are necessary, such as fixing bugs or errors or urgent updates, or if the change does not constitute a significant change, the notice may be given after-the-fact.
11.2. The Company may discontinue the Services if there are difficulties in continuing the provision of the Service due to material management reasons, such as the termination of the business due to business transfer, division, or merger, the termination of the contract regarding the contents in the Services, or a significant deterioration in the profit from the Services. In this case, the date and reason for the discontinuation shall be announced on the initial screen of the app, a link connected to the screen, or the company's homepage, etc. at least thirty (30) days before the date of discontinuation, and the Company shall notice the Members through the method set forth in Clauses
23.1 or 23.2.
12. Advertisements
12.1. The Company may place advertisements in the Services in connection with the operation of the Service. In addition, the Company may send advertising information to Members who have consented by the method agreed to by the Member. In this case, Members may refuse to receive the advertisement at any time, upon which the Company will cease to send any advertisements to the Member.
12.2. Members may be connected to third-party advertisements or services through banners or links in the Company’s Services. The services provided in such manners are not within the scope of the Company's services. Accordingly, the Company does not guarantee their reliability, stability, etc. and the Company shall not be liable for any damages caused in connection with them.
13. Attribution of Copyrights
13.1. All copyrights and other intellectual property rights to any contents created by the Company is attributed to the Company.
13.2. Members shall not use or cause others to use the contents or other information obtained by using the Company’s Services for commercial purposes by means of reproduction, transmission, editing, publication, performance, distribution, broadcasting, creation of derivative works, etc. without the prior consent of the Company.
13.3. If a Member infringes on the intellectual property rights of a third-party, such as publicity rights or copyrights, and the Company receives a claim for damages from the third-party, the Member shall endeavor to indemnify the Company, and if the Company cannot be indemnified, the Member shall bear all damages incurred by the Company.
13.4. If a Member’s legal interest is violated due to any information posted on Services operated by the Company, the Member may request the Company to delete the information or upload a post a refuting the posted information. In this case, the Company shall take the necessary measures in accordance with applicable laws and regulations and notify the Member of the measures taken.
13.5. This Article will be effective while the Company operates the Services and shall survive the withdrawal of a Member’s membership.
14. Purchase, Term, and Use of Paid Services
14.1. Paid Services purchased by Members within the Service may only be used within the Service if logged in with the same account as the account logged in at the time of purchase and may not be used by third parties.
14.2. The period of use of the paid Services purchased by the Member shall be in accordance with the period specified at the time of purchase. If the period is not specified separately, the period of the paid Services shall be until the termination of the service agreement.
15. Restriction of Service Use
15.1. The Company may restrict the Member's use of the Services if a Member violates any its obligations under this Terms of Service, including Clause 8.1, or interferes with the normal operation of the Service.
15.2. If the Company imposes any restrictive measures set forth in Clause 15.1, the Company shall notify the Member of the following items.
a) Reason for the restriction
b) Types and duration of restrictions
c) How to appeal against the restriction
15.3. The Company may suspend the use of an account until investigations on the matters set forth below are completed:
a) The Company receives a legitimate report that a Member’s account has been hacked or compromised, or has been used in a crime
b) If suspension is necessary for any other similar reasons.
16. Appealing a Restriction of Services
16.1. If a Member wishes to appeal against the Company's restriction on his/her use of the Services, he/ she must submit an appeal form stating the reasons for the appeal to the Company by email within fourteen (14) days from the date he/she receives the notice of the restriction.
16.2. The Company shall respond to the request for appeal by email within fourteen (14) days of its receipt of the notice in Clause 16.1. However, if the Company is unable to respond within this period, the Company shall notify the reason and schedule of process within the above period.
16.3. If the reason for the appeal is valid, the Company will take measures accordingly.
V. Withdrawal of Subscription and Termination of Service Agreement
17. Payment of the Purchase Price
17.1. When a Member clicks the "Purchase", "Pay", "Confirm Payment", etc. button for a paid Service, a service agreement for the paid Service is executed in accordance with this Terms of Service and the posted purchase conditions, and the purchase price is remitted. In principle, the charging and payment of the purchase price shall be in accordance with the policy or method set by the payment processor selected by the Member.
17.2. If you pay for a paid service in a foreign currency, the actual amount charged may differ from the purchase price displayed on the Service due to exchange rates and fees.
17.3. Any undisputed amount due to Company under this Agreement and not paid within 30
days of invoice due date may be subject to a finance charge payable by Customer which
is equal to one and one-half percent (1.5%) or the highest rate allowable by law,
whichever is less, determined and compounded daily from the date such amount is due
until the date such amount is paid. Notwithstanding anything to the contrary
contained in this Agreement, failure to make timely payments of undisputed amounts
shall constitute a default hereunder and shall entitle Company to suspend Customer
access to the Company Services without notice at Company’s sole discretion.
18. Withdrawal of Subscription
18.1. Members who have signed a contract with the Company for the purchase of a paid Services may withdraw their subscription within seven (7) days from the later of the date the contract is executed and the content availability date.
18.2. The right of withdrawal is limited for Services that cannot be withdrawn under applicable laws, such as the Act on the Consumer Protection in Electronic Commerce, etc. However, if applicable laws and regulations require the Company to take measures in order to limit the Member’s right of withdrawal, the Company must take such measures.
18.3. Notwithstanding Clauses 18.1 and 18.2, if the contents of the paid contents purchased are different from the contents displayed or advertised, or if their performance is different to the contents set forth in the contract, the Member may withdraw his/her subscription within three (3) months from the date the content was made available or within thirty (30) days from the date the Member got to know or could have known about the difference.
19. Refund of Overpayments
19.1. In the event of an overpayment, the Company shall refund the over paid amount to the Member. However, if the overpayment is caused by the Member's negligence without the intention misconduct or negligence of the Company, the actual cost of the refund shall be borne by the Member within a reasonable scope.
19.2. Depending on the payment method the Member chooses, the Company may cancel the payment or issue a refund through the payment processor.
19.3. In order to process the refund of the overpayment, the Company may contact the Member through the information provided by the Member and request the Member to provide necessary information for the refund.
20. Termination
20.1. Members who wish to cease their use of the Service may terminate the service agreement by withdrawing their membership at any time. Upon withdrawal, all usage information held by the Member within the Services will be deleted and irretrievably destroyed unless otherwise provided in the Privacy Policy.
20.2. The Company may suspend the use of the Service or terminate the service agreement if there is a material cause regarding the inability of the Member to maintain this Agreement, such as the Member engaging in conduct prohibited by this Terms of Service or in violation of applicable laws
VI. Damages and Limitation of Liability
21. Compensation of Damages
If the Company or a Member causes damages to the other party by violating this Terms of Service, the violating party shall compensate the other party for all damages incurred. However, this shall not apply if the damages are not caused by the intentional misconduct or negligence of the Company.
22. Company Indemnification
22.1. The Company shall not be liable for any Service provision if the Service cannot be provided due to a force majeure event such as natural disasters or any other equivalent force majeure.
22.2. The Company shall not be liable for any damages suffered by the Members due to the Service not being available due to repair, replacement, regular inspection, construction, etc., or any other equivalent causes of the service facilities. However, this shall not apply in the event of the Company’s intentional misconduct or gross negligence.
22.3. The Company shall not be liable for any damages suffered by the Members due to a disruption in the use of Services caused by the intentional misconduct or negligence of the Member.
22.4. The Company shall not be liable for the reliability, accuracy, etc., of information or other materials posted by the Members in connection with the Service unless there is intentional misconduct or gross negligence of the Company.
22.5. The Company has no obligation to intervene in any transactions or disputes that Members may have with other Members through the Services and shall not be liable for any damages resulting therefrom.
22.6. The Company shall not be liable for any damages incurred by the Member in connection with the use of the Services provided free of charge; however, this shall not apply in the event of the Company’s intentional misconduct or gross negligence.
22.7. The Company shall not be liable where the benefits that the Member expected to attain from the use of the Services have not been attained.
22.8. The Company shall not for any damages suffered by the Member due to the Member’s mismanagement of his or her personal information, payment information, mobile device, computer, notebook, password, etc.; however, this shall not apply in the event of the Company’s intentional misconduct or negligence.
22.9. The Company shall not be liable for any damages suffered by the Member due to the Member’s deletion of the Content or account information provided by the Company. However, this shall not apply in the event of the Company’s intentional misconduct or negligence.
23. Notice
23.1. The Company can notify Members through email, text, or otherwise.
23.2. The Company may substitute the notice in Clause 23.1 by posting the notice on the Company's website for more than 7 days if the Company wishes to notify all the Members.
24. Jurisdiction and Governing Law
24.1. This Terms of Service and the relationship between the Members and the Company in relation to the Services in shall be governed by and construed in accordance with the laws of the Republic of Korea.
24.2. In the event of a dispute between the Company and the Member, the district court having jurisdiction over the Member's domestic address shall be the court of first instance and have exclusive jurisdiction. If the Member does not have a domestic address, the district court having jurisdiction over the Member's domestic place of residence shall be the court of first instance and have exclusive jurisdiction.
24.3. If the address or residence of the Member is unknown or unclear at the time the lawsuit is filed, or if the Member's address (or residence) is foreign, Clause 24.2 shall not apply, and the district court having jurisdiction over the location of the Company's principal office shall be the exclusive court of first instance.
25. Customer Support
25.1. The Company shall provide information on how to submit opinions or complaints on the Company's website, the customer contact page on the Service, or any other place the Company deems appropriate, in consideration of the Member’s convenience.
25.2. If the opinion or complaint raised by a Member is objectively justifiable, the Company shall handle the opinion or complaint within a reasonable period of time. However, if the Company requires more time to respond to the opinion or complaint, the Company shall notify the fact in accordance with Clause 23.1.
Addendum (2023. 09. 06.)
This Terms of Service shall come into effect on September 6, 2023.