Terms of Service - full text
Version 1.0
These Terms have not been reviewed by a qualified lawyer in any jurisdiction. The owner decided on 2026-08-10 not to instruct counsel; that is a known and accepted residual risk, stated here because you are entitled to know it before you buy.
VERSION, EFFECTIVE DATE, AND THE REVIEW STATUS OF THESE TERMS
0.1 These Terms are Version 1.0 and take effect on 2026-08-12. A purchase made before that date is governed by the Terms published at the time of that purchase.
0.2 These Terms have not been reviewed by a qualified lawyer in any jurisdiction. Our Managing Member decided on 2026-08-10 not to instruct counsel, and we state that here rather than letting you assume otherwise. This does not affect how the rest of these Terms binds us, and it does not reduce any statutory right you have.
0.3 These Terms are published in Traditional Chinese and English, and the two versions say the same thing; precedence between them is governed by clause 15.7. We do not currently publish a Japanese version (clause 15.7(f) explains why).
1. WHO YOU ARE CONTRACTING WITH
1.1 These Terms form a contract between you and TitApeX, LLC, a Delaware limited liability company with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States (Delaware Division of Corporations file number 10218092). Our Managing Member is Chen Bo Han. You can reach us at cso@titapex.com or on +1 360 516 2858 (Mon-Fri 10:00-14:00 Taipei time, UTC+8; outside those hours the line takes a message and we reply by email).
1.2 "the App" means the macOS and iOS application "這什麼意思?" (What Does This Mean?), including updates we make available to you.
1.3 "Direct Edition" means a copy of the App licensed by us to you through our own website using Stripe as payment processor. "App Store Edition" means a copy obtained through the Apple App Store.
1.4 IMPORTANT - App Store Edition. If you obtained the App through the Apple App Store, your purchase contract, your payment and your refund requests are handled by Apple under Apple's terms, not by us. Clauses 6 (Price) and 7 (Refunds) apply only to the Direct Edition. All other clauses apply to both Editions.
2. WHAT THE APP DOES, AND WHAT IT DOES NOT DO
2.1 The App lets you select text you do not understand and returns a plain-language explanation. Explanations you keep are stored in a Comprehension Ledger on your device.
2.2 The Comprehension Ledger is stored locally on your device. We do not receive, hold, or have access to a copy of it. It is a static record; the App does not send its contents anywhere and does not use it to ask follow-up questions of any service.
2.3 Where the App reads text from a screenshot, the optical character recognition is performed on your device.
2.4 The App does not monitor your clipboard in the background, and does not request access to your photo library.
2.5 Some explanations are produced by a third-party cloud AI provider that you choose. This never happens automatically. It happens only after you give explicit consent for that specific request. Clause 5 governs it.
2.6 We describe what the App does in clause 2 because these statements are contractual commitments, not marketing. If the App does not behave as described, that is a lack of conformity and clause 10 applies.
2A. THE CONTRACTUAL EFFECT OF OUR TRANSACTION PAGE AND ADVERTISING
2A.1 The product name, price, content, specification, model, feature descriptions and other related information we present on the transaction page, the product page, in marketing materials and in any advertising ARE PART OF THIS CONTRACT and we are bound to perform in accordance with them (Item 3 of the Mandatory Provisions published under Article 17(1) of the Taiwan Consumer Protection Act). We use no form of words that would reduce the contractual effect of that content.
2A.2 In the screenshots used on our transaction page: (a) the functions shown, the operable items, the fields, the options and the workflow are BINDING ON US, and if the actual product lacks a function or field shown in a screenshot, that is a lack of conformity; (b) the specific user input text shown, and the specific explanation text produced in that instance, are SAMPLE DATA, and we do not promise that entering the same text will produce the same or equivalent output (see clause 2A.3 for why); (c) sample data under (b) MUST BE VISUALLY LABELLED as an example on the transaction page, and anything not so labelled is PRESUMED to be binding on us under (a).
2A.3 The nature of explanation quality: (a) explanations are produced by a generative language model, and the same input may produce different output at different times, which is an inherent characteristic of this product that we disclose on the transaction page before you buy; (b) our obligation is therefore that THE APP WILL PRODUCE AN EXPLANATION OF THE TEXT YOU SELECT, IN THE LANGUAGE YOU CHOOSE, IN THE FIXED OUTPUT STRUCTURE STATED ON THE TRANSACTION PAGE, and we do not promise the accuracy, completeness or suitability of any particular explanation; (c) explanations are an aid to understanding and are not legal, medical, financial, immigration or tax advice; (d) this clause is a DESCRIPTION OF THE PRODUCT'S CHARACTERISTICS and therefore forms part of the contract - it is not an after-the-fact disclaimer of advertising, and every part of it is presented on the transaction page, in plain language, before you pay.
2A.4 If the transaction page and these Terms are inconsistent, WHICHEVER IS MORE FAVOURABLE TO YOU prevails. We may not use these Terms to narrow a promise made on the transaction page.
2A.5 We have no final right to interpret the meaning of transaction-page content. Any doubt is resolved in your favour under clause 15.6.
3. LICENCE - WHAT YOU BUY
3.1 Grant. On payment in full, we grant you a perpetual, worldwide, non-exclusive, non-transferable and non-sublicensable licence to install and use the App for your own personal or internal business use.
3.2 A one-time purchase. There is no subscription, no recurring charge, and the licence itself carries no expiry date. We will not convert your licence into a subscription, and we will not disable a licence you have paid for except as set out in clause 12.
3.3 3 device activations. Your licence may be active on up to 3 devices at a time. A 4th activation is refused, and your licence is not terminated because of it. You may deactivate a device at any time from within the App; once that deactivation completes, the slot is released and can be reassigned, and activating the new device still requires your saved License Key. If you lose access to a device (loss, theft, hardware failure, sale) and cannot deactivate it yourself, contact us and we will release the slot for you at no charge.
3.4 What you may not do. You may not (a) redistribute, resell, rent, lend or sublicense the App or your licence key; (b) share your licence key with persons outside your household or organisation in order to exceed the device limit; (c) remove or circumvent the licence enforcement mechanism.
3.5 Reverse engineering. You may not decompile, disassemble or reverse engineer the App, EXCEPT to the extent that such acts are permitted to you by mandatory law that we cannot exclude, including Articles 5 and 6 of Directive 2009/24/EC in the European Union. Nothing in this clause restricts rights you have under such mandatory law.
3.6 We retain ownership. We and our licensors own the App and all intellectual property rights in it. You own the content you create, including everything in your Comprehension Ledger.
3A. IF YOUR LICENCE KEY IS COMPROMISED OR USED WITHOUT YOUR CONSENT
3A.1 What we will do, and what we currently cannot do. When we become aware that your licence key is being used by another person, has been stolen, or is being used without your consent, we will reply to you by email WITHIN 7 DAYS and deal with the matter under clauses 3A.4 to 3A.6. We set out here, item by item, what we currently CANNOT do, instead of covering it with general words: (a) we currently have NO technical measure that stops new device activations on that key - the automatic freeze flow is not live, and the page at /en/support/key-compromise says so plainly; (b) a licence lease already installed on a device runs for up to 180 days and is verified entirely on that device (clause 4.2), and we cannot make it lapse early from our side; (c) our remedy under this clause therefore rests on the refunds and cost-bearing in clause 3A.6, not on blocking. We write this into the Terms because you should know it before you buy, not after your key has leaked.
3A.2 How to report (free, received at any hour). Email cso@titapex.com with [KEY-COMPROMISE] in the subject. You need supply only ONE of your licence key or the email address used at purchase, and we do not require identity verification before accepting a report. Please do not send the full text of your licence key, so that reporting does not leave another copy of it in transit and in a mailbox. The automated report form at /en/support/key-compromise is currently closed; that page states its own status and points to the email channel in this clause.
3A.3 What a compromise can actually do. Your licence may be active on up to 3 devices at a time (clause 3.3). Someone else can activate only while a slot is free; devices you have already activated do not stop working because another person activates, and that person cannot deactivate them (deactivating a single device requires a signature from that device itself).
3A.4 What we will do within the period in clause 3A.1. (a) confirm in writing by email that we received your report, and tell you the limits stated in clause 3A.1; (b) at your request, release the device slots you identify, free of charge, so that your own devices can activate again; (c) agree with you how clause 3A.6 applies to this incident.
3A.5 Notices always go to the email registered at purchase. Any notice, slot-release confirmation or refund arrangement we make under this clause goes to the email address you registered at purchase, and never to a different address supplied by whoever made the report (unless they are the same). That is what stops a person who knows your key from steering this procedure to themselves.
3A.6 Your remedies. (a) If a compromise leaves you unable to use the App on your own device and we cannot resolve it, that is a ground for a refund under clauses 7.3(b) and 7.3(c), and we will handle it under that clause; (b) we will not charge you anything, shorten your licence, or reduce your device allowance because of this incident; (c) we will not rely on the key having been in your keeping to put the whole of the resulting loss on you.
3A.7 Records and proof. (a) Our activation logs and server records may be used as evidence but are not the sole basis on which facts are determined, and you may adduce any other evidence. (b) We do not record the text you selected, the explanations produced, or any content of your Comprehension Ledger; records for this procedure are limited to a key identifier, timestamps, operation type and reporting channel.
3A.8 If we cannot determine who the rightful holder is. Where more than one person claims the same key and we cannot determine which is right, we award the licence to no one and tell each claimant in writing that we have no authority to adjudicate ownership. During that time, no period running in your favour under these Terms or at law continues to run. If the position is unresolved 90 days after the report, we will contact the original payer and offer a full refund.
3A.9 Our liability. (a) If we fail to reply within the period in clause 3A.1 and your loss increases as a result, we are liable for that increase. (b) If we wrongly release or wrongly deactivate your device slots, we will restore them immediately and are liable under clause 12.6. (c) The liability cap in clause 11 does not apply to (a) or (b). (d) We do not exclude or limit our liability under this clause in advance, and these Terms contain no provision to the effect that all loss arising from key disclosure is borne by you.
3A.10 Your cooperation. You should report a compromise promptly under clause 3A.2. Failing to report does not cause you to lose any right under this clause or at law; but in respect of loss occurring before you reported that is not attributable to us, we may claim contributory negligence under the Civil Code.
3A.11 This clause describes the present position and does not reduce our statutory duties. What this clause states is the procedure we can actually carry out today. The duties in the Mandatory Provisions published under Article 17(1) of the Taiwan Consumer Protection Act form part of this contract under Article 17(5) of that Act even where they are not written here, and the way this clause is drafted does not reduce them. Once the automatic freeze flow is live we will publish new Terms for purchases made after that, under clause 9.7(b).
4. THE LICENCE ACTIVATION SERVICE - OUR COMMITMENT AND YOUR PROTECTION
4.1 The Direct Edition contacts our activation service to validate your licence key and to manage your device activation slots.
4.2 Offline use. Activation installs a signed licence lease on that device, valid for 180 days. While it is valid, verification happens entirely on the device with no network. Within the last 90 days of the lease the App renews it whenever a network is available; if it never reaches one, that device needs a connection again once the lease has expired.
4.3 Our commitment. We will operate the activation service for at least 2 years from your date of purchase.
4.4 If we ever discontinue the activation service. Before we discontinue it, we will make available, free of charge and at least 90 days in advance, a version of the App or a licence file that permits continued use of the App without contacting our servers. We will notify you by email at the address you gave us at purchase. We will not allow your paid licence to stop working because we stopped running a server.
4.5 Availability of the activation service is not a warranty of uninterrupted operation, but a failure of the activation service that prevents you from using the App is a lack of conformity to which clause 10 applies, and it is also a ground for a refund under clause 7.3.
5. THIRD-PARTY AI PROVIDERS - WHAT WE CONTROL AND WHAT WE DO NOT
5.1 You choose the provider. The App can send a request to a third-party cloud AI provider that you select and configure. We do not select it for you and there is no default that transmits data without your action.
5.2 Consent per request. Before each transmission, the App tells you what will be sent and asks you to confirm. If you do not confirm, nothing is sent.
5.3 What we send. Where the request involves an image, we send a thumbnail from which location and other metadata have been removed (described at /en/privacy). We do not send your Comprehension Ledger, your licence key, or an identifier that links the request to your purchase.
5.4 What we do on our side. We do not retain the content of these requests. We do not write the content of these requests to our logs. We do not use them to train anything.
5.5 What we cannot control - please read this. Once your request reaches the provider you chose, what happens to it is governed by THAT PROVIDER'S terms and privacy policy, not ours. Providers commonly retain inputs for a period for abuse monitoring, and may process them outside your country. We cannot and do not promise that the provider deletes your request immediately, and we do not promise that the provider keeps no logs. Please read that provider's own terms and privacy policy before enabling it.
5.6 Our role. In respect of the transmission itself, our data-protection role is THE SUPPLIER OF THE MEANS, AND NOT THE CONTROLLER OF THE CONTENT OF THAT TRANSMISSION: you choose the text, the moment and the provider, and the request uses your own provider account and key; we do not receive, store or otherwise learn the content of that transmission. What we determine is how the request is prepared on your device before it leaves (local redaction, thumbnailing, request format) and which providers are offered. Once the request reaches the provider, that provider is independently responsible for it under its own terms and privacy policy. This characterisation has not been reviewed by a qualified lawyer in any jurisdiction (see clause 0.2); see our Privacy Policy at /en/privacy.
6. PRICE AND PAYMENT (DIRECT EDITION)
6.1 The price is US$19.99 (or NT$650 for purchases priced in New Taiwan dollars). The amount shown on the page is the total amount you pay: there are no delivery charges and no additional charges of any kind.
6.2 Payment is taken in full at the time of purchase by Stripe. We do not receive or store your full card details.
6.3 Delivery is immediate and electronic: we send your licence key and download link to the email address you provide.
6.4 We will send you, by email and on a durable medium, a confirmation of your contract containing all pre-contractual information, immediately after purchase, including the full text of these Terms or a permanent link to them.
7. REFUNDS (DIRECT EDITION)
7.1 Fourteen days, no reason needed. You may cancel and obtain a full refund within 14 days of purchase for any reason or none. Email cso@titapex.com. You do not need to explain yourself and you do not need to use a particular form, although Annex A to these Terms is a model cancellation form you may use. We will refund you within 14 days of receiving your request, using the same payment method you used, at no cost to you.
7.2 This policy is in addition to, and does not replace, your statutory rights. If the law of your country gives you a longer period, a different starting point, or additional grounds, that law prevails. In particular, if you are an EU/EEA consumer, we have NOT excluded your statutory right of withdrawal under Article 16(m) of Directive 2011/83/EU; and if you are a Taiwan consumer, we have NOT excluded your right under Article 19 of the Consumer Protection Act.
7.3 After 14 days. We will consider a refund case by case, and we will normally grant one, where: (a) your hardware or operating system does not meet the requirements published at /en/buy and the App therefore cannot run; (b) you cannot activate your licence and we cannot resolve it; (c) all activation slots are in use and we cannot release one; (d) you have lost your licence key and we cannot recover it for you. We will respond to a request under this clause within 14 business days.
7.4 Thirty-day grace period after a refund. If you are refunded, devices already activated will continue to work for 30 days after the refund is issued, so that you are not cut off mid-task and can export your local ledger. On request, and where there is a good reason, we may extend this, but not beyond 180 days from the date of the refund. After that, the licence ends.
7.5 Partial refunds do not end your licence. If we give you a partial refund as a goodwill gesture (for example because of a defect, an outage, or a delay), your licence continues in full and is not revoked or reduced. A partial refund is not a repurchase and does not restart any period under these Terms.
7.6 Refund of an App Store Edition purchase must be requested from Apple. We cannot issue it. We will, however, help you with any technical problem regardless of where you bought the App.
8. SUPPORT
8.1 We provide support by email at cso@titapex.com in Traditional Chinese and English only. We do not offer support in Japanese or any other language. We say this plainly because we would rather you know before you buy than after.
8.2 We aim to respond within 14 business days. This is a target, not a guaranteed service level.
9. THE VERSION YOU BOUGHT, SOFTWARE UPDATES, AND OUR LACK OF ANY UNILATERAL RIGHT TO CHANGE
9.1 No unilateral right to change. We have NO right to unilaterally change these Terms, and NO right to unilaterally change the specification of the product you have already bought. Nothing in these Terms may be construed as granting us such a right.
9.2 What you bought is a version. The features, specifications and system requirements presented on the transaction page at the time of your purchase form the content of the product you bought. Our obligation is to keep THAT VERSION available to you, not to keep the latest version identical to it forever. Accordingly: (a) for at least 2 years from your date of purchase we will continue to make available for download the version you purchased (or a version no less capable), and will continue to honour licence validation for it; (b) a software update is an OFFER by us, not an amendment to this contract - you may decline to install it and continue using your installed version, and we will not stop validating its licence and will not refuse clause 8 support because of that choice; (c) we will not use an automatic update to remove or disable a feature that existed when you purchased, and automatic updates are limited by default to security patches and bug fixes.
9.3 What counts as a MATERIAL CHANGE (exhaustive list). Each of the following is a material change to the product you bought: (a) removing, disabling or materially degrading any feature stated on the transaction page; (b) reducing the number of simultaneous device activations (3); (c) converting the one-time purchase into a subscription, adding any charge, or placing an existing feature behind a paywall; (d) introducing collection, processing or transmission of personal data not disclosed at the time of your purchase; (e) shortening or discontinuing the activation service period in clause 4 or the version-availability period in clause 9.2(a); (f) raising system requirements so that a device that met them at your time of purchase no longer does. The following are NOT material changes and we may make them without the clause 9.4 procedure: bug fixes, security patches, performance improvements, accessibility improvements, new features that do not degrade existing ones, and interface changes that do not affect the availability of any function.
9.4 Procedure for a material change: advance notice and YOUR choice. If we are REQUIRED to make a material change to your purchased version by mandatory law, by the termination of a third-party licence, or by the circumstances in clause 9.6, we will: (a) notify you individually by email, at the address you gave at purchase, AT LEAST 60 DAYS before the change takes effect, stating precisely what changes, why, when, and what your options are; (b) during that period give you the choice of (i) CONTINUING TO USE THE PRE-CHANGE VERSION - we keep its download and licence validation available until the period in clause 9.2(a) expires, and this is the DEFAULT if you do not respond, (ii) accepting the change, or (iii) TERMINATING THIS CONTRACT AND RECEIVING YOUR MONEY BACK, calculated under clause 9.5; (c) treat a non-response as carrying NO disadvantage for you, and continued use of the App is not, by itself, acceptance of a change.
9.5 How we calculate a refund on termination (what "paid but unused" means for a one-time purchase). This is a one-time purchase with no periodic consideration, so "paid but unused" is calculated as follows, applying whichever produces the more favourable result for you: (a) REFERENCE PERIOD: from your date of purchase to the expiry of the 2-year period in clause 9.2(a), a period we committed to ourselves, which serves as the denominator; (b) PRO-RATA REFUND = price you paid x (whole months remaining in the reference period / total months in the reference period), where part of a month counts as a full month in your favour; (c) FULL REFUND instead of (b) where (i) the change makes the purpose of this contract difficult to achieve (Article 12(2)(3), Taiwan Consumer Protection Act), (ii) the change falls under clause 9.3(c) or (d), or (iii) the change occurs within 14 days of your purchase; (d) a refund under this clause does not affect any claim you have for damages, and we do NOT exclude or limit that liability in advance; (e) this clause does not affect your rights under Article 19 or Article 12 of the Taiwan Consumer Protection Act or under any other law, and where those give you a better outcome, they prevail.
9.6 Changes forced by operating-system upgrades or platform policy. (a) The App depends on operating systems and system frameworks supplied by Apple; an OS release, the withdrawal of a system framework, or a change in platform policy may make a feature impossible to provide in its original form ON THE NEW OS VERSION. (b) In that situation our obligations are to (i) publish at /en/support, within 30 days of becoming aware, which features are affected, on which OS versions, and our plan, (ii) PRESERVE YOUR EXISTING FUNCTIONALITY ON YOUR CURRENT OS - we will not remove a feature on a device you have NOT upgraded merely because a newer OS does not support it, (iii) use reasonable efforts to restore the feature by an alternative means within 180 days, and (iv) where we cannot restore it and the feature was stated on the transaction page, apply clauses 9.4 and 9.5, so that you may terminate and receive your money back. (c) THIS CLAUSE DOES NOT RELIEVE US OF LIABILITY: it states the cause of the change and our obligations in response, and our liability for non-performance or defective performance is determined by the Civil Code and Consumer Protection Act of the Republic of China (Taiwan) and by the law of your place of residence, and is not reduced by this clause. (d) We may not invoke this clause in respect of any feature removal not actually caused by an OS or platform change.
9.7 Changes to these Terms. (a) These are the terms of a completed one-time purchase, and we will NOT change the terms applying to a licence you have already bought. (b) We may publish new Terms for future purchases; they apply ONLY to purchases made after they take effect, and have no effect on your existing licence. (c) If mandatory law requires us to change the terms applying to your existing licence, the notice-and-choice procedure in clause 9.4 and the refund calculation in clause 9.5 apply. (d) Continued use of the App, continued receipt of updates, and failure to respond to a notice are NOT acceptance of new terms.
9.8 Doubt. Whether a change is material under clause 9.3 is NOT for us to determine unilaterally; any doubt is resolved in the way more favourable to you (clause 15.6).
10. WHAT WE PROMISE ABOUT THE APP, AND WHAT WE DO NOT
10.1 We promise that the App will match the description in clause 2 and the pre-contractual information published at /en/buy and /en/legal, and will be fit for the purpose for which software of this kind is normally used.
10.2 An explanation produced by the App is an aid to understanding. It may be incomplete or wrong. It is not legal, medical, financial, immigration or tax advice, and you should not rely on it alone for a decision that matters. We do not warrant that any particular explanation is correct.
10.3 We do not warrant that the App is free of all defects, or that it will work with every configuration, or that any third-party AI provider will remain available or continue to perform as it does today.
10.4 Statutory guarantees are not excluded. Nothing in clause 10 excludes or limits any legal guarantee of conformity that applies to you, including under national law implementing Directive (EU) 2019/770 (in the EU/EEA, we are liable for a lack of conformity existing at the time of supply and, where national law so provides, for at least two years from supply), or under the Consumer Protection Act of Taiwan, or under the Consumer Contract Act of Japan.
11. LIABILITY
11.1 Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; OUR WILFUL MISCONDUCT OR GROSS NEGLIGENCE; or any other liability that cannot be limited or excluded under the law that applies to you.
11.2 Subject always to clause 11.1, and applying ONLY to acts or omissions amounting to ordinary negligence and NOT to wilful misconduct or gross negligence, our total aggregate liability to you arising out of or in connection with these Terms and the App is limited to the greater of (a) the amount you paid us for the App, and (b) US$100. (The express carve-out for wilful misconduct and gross negligence in this clause is required by Article 8(3) of the Japanese Consumer Contract Act; without it the entire limitation is void as against Japanese consumers.)
11.3 Subject always to clause 11.1, and again applying ONLY to ordinary negligence, we are not liable for loss of profit, loss of business, or loss of data, except that this exclusion does not apply to loss or corruption of your Comprehension Ledger caused by a defect in the App, for which clause 11.2 applies.
11.4 The exclusions and limits in this clause 11 do not apply to consumers to the extent the law of the consumer's country does not permit them. Product liability under Articles 7 to 9 of the Taiwan Consumer Protection Act cannot be limited or excluded in advance (Article 10-1 of that Act) and is not limited or excluded here. The liabilities in clauses 3A.9 and 12.6 are not subject to the cap in this clause.
12. TERMINATION
12.1 We have NO discretionary right to terminate. We have NO right to terminate or rescind this contract at will, and NO right to disable a licence you have paid for at will. We may terminate ONLY on a ground exhaustively listed in clause 12.3 and ONLY following the procedure in clause 12.4. Nothing in these Terms may be construed as granting us a discretionary right to terminate.
12.2 You may terminate at any time. You may stop using the App at any time. If you are within the period in clause 7 you may also request a refund. You need give no reason, and you owe no penalty or fee.
12.3 Grounds on which WE may terminate (EXHAUSTIVE LIST). We may terminate only where you are in MATERIAL BREACH in one of the following ways: (a) you distribute, resell, rent or lend your licence key to others on a scale or in a manner clearly exceeding the 3-device scope of clause 3.3; (b) you use the App by circumventing, cracking or removing the licence enforcement mechanism; (c) you obtained the licence by FRAUD (including forged payment details, another person's payment instrument, or continued use after obtaining a refund on false information); (d) you continue to use the App after receiving a FULL REFUND and after the 30-day grace period in clause 7.4 has expired. NO ground other than those listed is a ground for termination. In particular, we may NOT terminate because: (i) you request a refund, exercise a statutory right of withdrawal, or assert any statutory right; (ii) you publicly review or criticise the App or us; (iii) you complain to a consumer protection authority or regulator, or bring proceedings; (iv) you decline to install an update or to accept a material change under clause 9.3; (v) you have not used the App for a long time; (vi) you decline to give us personal data we do not need.
12.4 Procedure. Before terminating under clause 12.3 we will: (a) notify you IN WRITING at the email address you gave at purchase, stating specifically the conduct alleged, when it occurred, the basis on which we say so, and the measure we propose to take; (b) give you AT LEAST 14 DAYS to remedy, and receive your explanation, objection or correction during that period, and if you make representations we will reply in writing within 7 days; (c) NOT terminate if within the remedy period you cease the conduct or provide a reasonable explanation - exceptionally, for deliberate large-scale distribution under 12.3(a) and for fraud under 12.3(c) we may terminate without a remedy period, but we will still give the written notice under (a) and will receive your objection after it; (d) on termination, refund the unused portion calculated under clause 9.5, except in the case of clause 12.3(c).
12.5 Proof. (a) THE BURDEN OF PROVING a ground under clause 12.3 is ON US. (b) Our server logs, activation records and purchase records MAY BE USED AS EVIDENCE BUT ARE NOT THE SOLE BASIS on which facts are determined, and you may adduce any evidence to the contrary. (c) We will not find a breach of clause 12.3(a) on the basis of activation counts, IP address changes or geographic variation alone.
12.6 Wrongful termination - we do NOT exclude liability in advance. If our termination is found to be without ground or procedurally defective: (a) we will immediately REINSTATE YOUR LICENCE and release all device activation slots free of charge; (b) we will compensate you for loss suffered and profit lost; (c) we do NOT exclude or limit that liability in advance, and the liability cap in clause 11 DOES NOT APPLY to wrongful termination by us; (d) your rights under the Taiwan Consumer Protection Act, the Civil Code and the law of your place of residence are not restricted by this clause.
12.7 Effect of termination. (a) You must stop using and remove the App. (b) YOUR COMPREHENSION LEDGER IS YOURS: termination gives us no right over it, we hold no copy and cannot delete it. (c) Clauses 3.6, 9.5, 10, 11, 12.5, 12.6, 14 and 15 survive.
12.8 Transfer of your licence. The licence is granted to you personally and may NOT be resold, lent or otherwise transferred to anyone else. This clause does not affect rights you have under mandatory law where you live; where such law gives you more than this clause does, that law applies - including the exhaustion of the distribution right established in Case C-128/11 (UsedSoft), where that applies to you.
14. GOVERNING LAW, YOUR MANDATORY LOCAL RIGHTS, AND WHERE DISPUTES ARE HEARD
14.1 Governing law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the State of Delaware, United States of America, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.2 Your mandatory local rights always prevail (consumers). If you purchased as a consumer - that is, for purposes outside your trade, business, craft or profession - clause 14.1 does not deprive you of the protection afforded to you by any provision of the law of the country in which you are habitually resident that cannot be derogated from by agreement. Where any provision of these Terms conflicts with such a mandatory provision, that mandatory provision prevails and the conflicting part of these Terms does not apply to you. The remainder of these Terms continues to apply.
14.3 Specific acknowledgements. Without limiting clause 14.2, we specifically acknowledge that: (a) if you are habitually resident in the European Union or the European Economic Area, Article 6(2) of Regulation (EC) No 593/2008 (Rome I) preserves the mandatory consumer protections of your country of habitual residence, including those implementing Directive 2011/83/EU and Directive (EU) 2019/770; (b) if you are resident in Taiwan, the mandatory provisions of the Consumer Protection Act of the Republic of China (Taiwan) apply, including Articles 12, 18 and 19 thereof; (c) if you are habitually resident in Japan, Article 11 of the Act on General Rules for Application of Laws applies, and you may require us to apply specified mandatory provisions of Japanese law, including the Consumer Contract Act, by notifying us to that effect.
14.4 COURTS - WE DO NOT RESTRICT WHERE YOU MAY SUE US. These Terms contain no agreement restricting the courts in which you may bring proceedings against us. In particular, if you are a CONSUMER IN TAIWAN (R.O.C.), you may sue us in any of the following courts, at your option: (a) the court of your domicile or residence; (b) THE COURT OF THE PLACE WHERE THE CONSUMER RELATIONSHIP AROSE (Article 47, Consumer Protection Act); (c) any other court with jurisdiction under the Code of Civil Procedure. If you are a consumer domiciled in an EU Member State, you may sue in the courts of that Member State (Article 18(1), Regulation (EU) No 1215/2012). If you are a consumer in Japan, you may sue in any court having jurisdiction under Japanese law.
14.5 COURTS - WHERE WE MAY SUE YOU. We may bring proceedings against you ONLY in the courts of your domicile or residence. We will not sue a consumer anywhere else. (This matches Article 18(2) of Regulation (EU) No 1215/2012 and is a self-imposed restriction we apply to consumers in every jurisdiction.)
14.6 No arbitration clause; no class action waiver. These Terms contain no agreement to arbitrate and no waiver of your right to participate in class, collective or representative proceedings. If we ever propose to introduce such terms, they will apply only to purchases made after you have separately and affirmatively agreed to them, and never retroactively to a licence you have already bought.
14.6-A SMALL CLAIMS PROCEEDINGS ARE NOT RESTRICTED (Taiwan consumers). (a) These Terms do NOT contain, and may not be construed as containing, any agreement as to place of performance or choice of first-instance court within the meaning of a "clause prepared for use in contracts of the same kind" under Article 436-9 of the Taiwan Code of Civil Procedure. (b) Where you bring SMALL CLAIMS PROCEEDINGS under Article 436-8 et seq. of that Code, we will NOT invoke any jurisdiction provision of these Terms, and will not object to jurisdiction or apply for transfer on the basis of these Terms. (c) We do NOT require negotiation, mediation or arbitration as a precondition to your bringing proceedings; the complaints channel in clause 15.5 is available to you, and it is not an obligation.
14.7 Severability of this clause. If any part of this clause 14 is held unenforceable in your jurisdiction, the remaining parts continue to apply, and the unenforceable part is replaced by the mandatory rule of your jurisdiction rather than by any substitute chosen by us.
14.7-A LIMITS ON HOW THIS CLAUSE MAY BE READ. (a) Nothing in this clause 14 may be construed as excluding or limiting any jurisdictional benefit you have under Article 47 of the Taiwan Consumer Protection Act, Article 436-9 of the Taiwan Code of Civil Procedure, or any mandatory rule of your jurisdiction. (b) Any part of this clause conflicting with the foregoing does not apply to you and is replaced by that mandatory rule, not by any substitute of our choosing. (c) WE WAIVE any defence of FORUM NON CONVENIENS in proceedings brought by a consumer.
14.8 CHOICE OF LAW DOES NOT AFFECT JURISDICTION. The choice of Delaware law in clause 14.1 does NOT affect the jurisdictional arrangements in clauses 14.4 to 14.7-A and does not deprive any court of jurisdiction. Where you sue in your local court, that court will determine the applicable law under its own private-international-law rules and will apply the mandatory consumer protections of your jurisdiction under clause 14.2.
15. GENERAL
15.1 If a provision of these Terms is invalid or unenforceable in your jurisdiction, the rest continues to apply, and the invalid provision is replaced by the mandatory rule of your jurisdiction.
15.2 Our failure to enforce a provision is not a waiver of it.
15.3 These Terms, together with our Privacy Policy and the seller information at /en/legal, are the entire agreement between us regarding the App. Nothing in this clause limits your remedies for anything we said to you that was misleading.
15.4 These Terms are published in Traditional Chinese and English; precedence between language versions is governed by clause 15.7. Our support languages are Traditional Chinese and English (clause 8.1).
15.5 Complaints. Email cso@titapex.com. We are not currently committed to any out-of-court dispute resolution body for the purposes of Article 6(1)(t) of Directive 2011/83/EU. This does not affect your right to complain to a consumer authority in your country or to go to court.
15.6 ANY DOUBT ABOUT THESE TERMS IS RESOLVED IN THE CONSUMER'S FAVOUR. (a) Where the meaning of any provision of these Terms is in doubt, IT SHALL BE INTERPRETED IN THE WAY MORE FAVOURABLE TO YOU (Article 11(2) of the Taiwan Consumer Protection Act; Item 2 of the Mandatory Provisions published under Article 17(1) of that Act). (b) WE HAVE NO FINAL RIGHT TO INTERPRET the meaning, scope or application of these Terms, and these Terms do not contain, and may not be construed as containing, any provision reserving to us a final right of interpretation. (c) Where indeterminate expressions in these Terms - "material", "significant", "reasonable", "necessary", "clearly exceeding" - are in doubt in a particular case, they are interpreted under (a) in the way more favourable to you, and NOT determined unilaterally by us. (d) Where these Terms are inconsistent with the transaction page, the product page, the Privacy Policy, the Refund Policy or any other document we publish, WHICHEVER IS MORE FAVOURABLE TO YOU prevails. (e) Where these Terms are inconsistent with a mandatory rule of your jurisdiction, that mandatory rule prevails, and the inconsistent part is replaced by that mandatory rule, not by any substitute of our choosing.
15.7 LANGUAGE VERSIONS. (a) These Terms are published in Traditional Chinese and English, and the two versions say the same thing. (b) If you are a CONSUMER IN TAIWAN (R.O.C.), and the Traditional Chinese version differs from another version, WHICHEVER IS MORE FAVOURABLE TO YOU prevails. (c) If the law of your jurisdiction requires that a version in your language prevails, that version prevails. (d) Otherwise, the English version governs. (e) We will not rely on a difference in translation to reduce or escape an obligation arising under any language version. (f) We do not currently publish a Japanese version of these Terms. Parts of this site have a Japanese interface, but the binding versions of these Terms are the Traditional Chinese and English ones only; a Japanese version will be published only after legal review by a native Japanese speaker, and until then no Japanese version exists.
15.8 PRECEDENCE OF THIS CLAUSE. Clauses 15.6 and 15.7 take precedence over every other provision of these Terms. No other provision may limit or exclude their application.
ANNEX A - MODEL WITHDRAWAL FORM (Directive 2011/83/EU, Annex I(B))
(Complete and return this form only if you wish to withdraw from the contract. You may also simply send us a clear statement instead; not using this form does not affect your rights.)
To TitApeX, LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, United States, email cso@titapex.com:
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the supply of the following service (*):
Ordered on (*)/received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper):
Date:
(*) Delete as appropriate.