Last Updated: 14/12/2016
This agreement is made and entered between uBeing Mobility Limited, the provider of the Service and is incorporated under the laws of Hong Kong and its registered office is situated at Unit 318, 3/F, No. 12 Science Park West Avenue, Hong Kong Science Park, Sha Tin, New Territories, Hong Kong (hereinafter referred to as “we”, “us” or “our”) on one part and the person(s) agreeing to this Agreement (hereinafter referred to as “you” or “your” or the “Customer”) on the other part.
This Agreement is effective as of the date the Customer accesses this Site and any of its page. By continuing access into this Site and any of its page, you acknowledge that you have read, understand, and completely agree to the terms of this Agreement in effect from time to time. If you do not accept this Agreement or disagree with any subsequent amendments, changes, or updates we made, you MUST NOT access the Sites or the Service App and do not have the right to use any Service provided by us. You hereby agree your only recourse in this case is to cease and desist from further use of the Service provided by us.
If you are accepting on behalf of the Customer, you represent and warrant that: -
(i) the Customer agrees to engage the use of the Service;
(ii) you have full legal authority to bind the Customer to this Agreement;
(iii) you have read and understand this Agreement; and
(iv) you agree, on behalf of the Customer, to this Agreement.
If you do not have the legal authority to bind the Customer, please do not click to accept or proceed to use the Sites, Service and/or the Service App on the Customer’s behalf.
If there is any inconsistency between the English and Chinese versions of this Agreement (unless otherwise indicated), the English version shall prevail.
1.1 In this Agreement and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated: -
(1.a) “Agreement” means these terms and conditions of Service, as they may be changed, amended, or updated from time to time.
(1.b) “Account” means an established relationship between the User and the network of information service provided by us including the username and password created by the User at his own initiative or provided by us and accepted by us for the purpose to enable the User to gain access to the Service provided by us.
(1.c) “Account Information” means information about you that you provide to us in connection with the creation or administration of the Account and shall include names, usernames, phone numbers, email addresses and billing information associated with the Account.
(1.d) “Associates” means each and every one of our respective shareholders, subsidiaries, employees, advisers, contractors, agents, directors, officers, partners, insurers, and attorneys.
(1.e) “Authorized Person” means the individual who is formally and properly empowered by the Customer to use the Service for and on behalf of the Customer.
(1.f) “Content” means any information that may be generated or encountered through use of the Service, such as data files, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials.
(1.g) “Internet” means a global computer network through which the almost-instant delivery of data or files occurs between connected computers.
(1.h) “Minor” means a person under the age of 18 (or the age that a person is permitted to enter into a contractual relationship under applicable law at your jurisdiction).
(1.i) “Order Form” or “Order” means the approved form (in either electronic or in paper format) or online subscription process by which you agree to subscribe to the Subscription Service and purchase our Service. Orders are completed through our online subscription process or via purchases made through our Service App.
(1.j) “Parent” or “Legal Guardian” means the person who has the legal authority (and the corresponding duty) to care for the person and property interest of a User who is a Minor.
(1.k) “Personal Information” means information about an identifiable individual, business, organization or other entity, but does not include the name, title, business address, or telephone number of an employee and/or associate, partners of a business, organization or other entity.
(1.m) “Prohibited Use” has the meaning as set out in Clause 5 of this Agreement.
(1.n) “Service” means any of the service, function, or feature offered on the Sites or by the Service App provided by us for online collaboration and/or management including but not limited to point-of-sales systems, office automation systems, human resources management systems.
(1.o) “Service App” means the software products owned or licensed by us available at Apple App Store or Google Play to which we grant you access as part of the Service, including program documentation, and any program updates provided as part of the Service. The term “Service App” does not include Separately Licensed Third Party Technology.
(1.p) “Separately Licensed Third Party Technology” means third party technology that is licensed under separate terms and not under the terms of this Agreement.
(1.q) “Sites” means the website(s) including but not limited to ( http://www.ubeing.me , http://www.posify.me , or http://www.pocketdesk.me ) or any other website(s) and sub-link(s) owned and operated by us.
(1.r) “Subscription Fee” means the amount you pay for the Subscription Service.
(1.s) “Subscription Service” means our Site applications, tools and platform that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via our Sites and Service App.
(1.t) “Subscription Term” means the period where you have chosen the Subscription Service.
(1.u) “Users” means those individuals, employees, contractors and end user, as applicable, authorized by you or on your behalf to use the Service in accordance with this Agreement.
1.2 A “person” shall include an individual, association, partnership, corporation, other body corporate, trust, and any form of legal organization or entity.
1.3 The headings and sub-headings in this Agreement are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
1.4 Unless otherwise specified in this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders.
2.1 This Agreement shall govern your use of the Service contained in or made available on our Sites or Service App.
2.2 We provide the Service. You may use the Service for your personal use and/or business and/or for internal business purposes in the organization that you represent. You may use internet browser(s) and/or the Service App and/or any other applications which supports the Service for connecting to the Service. Please note that you are solely responsible for obtaining access to the Internet and the equipment(s) necessary to use the Service. You can create and edit Content with your Account at your discretion or by our request from time to time and you can also publish, share and delete such Content(s) from time to time.
2.3 In order to use the Service, you must establish an Account. You hereby agree that you will NOT reveal your Account information to anyone else (save for any permitted disclosure in accordance with this Agreement and other policies issued by us from time to time). You are solely responsible for maintaining the confidentiality and security of your Account (particularly the Personal Information) and for all activities that occur on or through your Account, and you agree to immediately notify us of any security breach of your Account. You further acknowledge and agree that the Service is designed and intended for use on an individual basis and you should not share your Account and/or password details with another individual (unless the Account is a corporate Account where sharing between Users are permitted). We shall not be responsible for any loss arising out of the disclosure of your Account information or any unauthorized use of your Account resulting from you not following this Agreement or such security breach is caused by your own failure of adequately implementing security measures during your use of the Service (whether directly or indirectly) unless we are found to have committed a gross breach thereof.
2.4 This Agreement may be amended, changed, or updated by us at any time and without prior notice to you. You shall and are solely responsible to check back often to confirm your understanding of this Agreement via http://www.ubeing.me/legal/terms and/or http://www.posify.me/legal/terms and/or http://www.pocketdesk.me/legal/terms . Your non-termination or continued use of the Service after the effective date of any such changes, updates and/or amended terms and/or conditions shall be deemed as your acceptance of such amended Agreement.
(a) that you aged 18 or older (or the age that you are otherwise permitted to enter into a contractual relationship under the applicable law) OR if you are a Minor, you shall obtain prior consent from your Legal Guardian or Parent before registration and the Parent or the Legal Guardian will be responsible for the User’s usage of the Service and for all of the activities and / or transactions;
(b) that you will not use the Sites or the Service in order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, deal with proceeds of an indicatable offense;
(c) that you will not falsify any Account registration details provided to us;
(d) that you will not falsify or materially omit any information or provide misleading information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Sites or use of any Service, including at registration;
(e) that you will fairly and promptly report all income(s) associated with your activity on the Sites pursuant to applicable law and pay any and all taxes chargeable thereon; and
(f) that you are not a person barred from receiving the Service under the laws of the Hong Kong or other applicable jurisdictions, including the country in which you reside or from where you use the Service.
3.2 You are required to provide accurate, complete and up to date information to register for Account(s) and you will use your best endeavour to update the information from time to time. Registration and use of Account(s) with false information is hereby expressly and strictly prohibited and may constitute criminal offence(s). We reserve our rights to report any such suspicions of criminal acts, and to provide relevant information to relevant institutions and/or authorities for investigation and may institute legal proceedings against you for any loss arising from it.
3.4 We may, at any time and at our absolute sole discretion in accordance with Clause 2.4 amend this Agreement.
4.1 You are solely liable and responsible for the safety of your username(s) and password(s) and you hereby undertake to keep the username(s) and password(s) of your Account(s) secured. You are fully responsible for all actions, omissions, liabilities and damages caused by your failure in keeping the said username(s) and password(s) confidential. You must not disclose your username(s) and password(s) to third party (unless such disclosure is already permitted in this Agreement) without our prior written consent and must inform us immediately if there is any unauthorized use of your Account(s) or any breach of security thereof.
4.2 You are responsible for storage and backing up, to and from your own computer(s) or other device(s), any important data that you store or access via the Service.
4.3 You must keep all the information of the Account(s) up-to-date and accurate at all times. You must also provide accurate and authentic information requested by us promptly from time to time.
4.4 You MUST not use the Service in a way that will contravene our Acceptable Use Policy as outlined in Clause 5.
4.5 If you agree and comply with this Agreement, we grant you the limited right to use the Site(s) and the Service. You agree that right to use the Sites and the Service is a non-exclusive, non-transferable, revocable, limited license issued from us, and is subject to the limitations and obligations in this Agreement. Nothing in this Agreement gives you any license (other than as set out in this Clause 4.5), right, title, or ownership of, in, or to the Sites or any of the Service.
4.6 You agree that this Agreement, and any of the rights, duties, and obligations contained herein, are not assignable by you without our prior written consent. This Agreement, and any of the rights, duties, and obligations contained herein, are assignable by us without notice or obtaining your consent in advance and you shall indemnify us for losses and damages arising out of your unauthorized assignment on an indemnity basis. Any attempt by you to assign this Agreement without our prior written consent will be null and void.
4.7 You are solely responsible for your conduct and activities on the Sites and any Content, including but not limited to text, audio, photographs, items, links, usernames that you post, submit and display on our Sites.
4.8 You understand that all Content(s), whether publicly posted or privately transmitted through the Service are the sole responsibility of the person from whom such Content be originated and you are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service.
4.9 You understand that by using the Service you may encounter Contents that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. However, should you find any of the Contents objectionable, you must report it to us accordingly.
4.10 You are solely and wholly liable (or jointly and severally liable if you are an entity) for any and all transactions you made with any third party (if any).
4.11 You hereby agree to release the Associates from liability for any and all loss, and you shall indemnify and save and hold the Associates harmless from and against all losses. The foregoing limitations of liability shall apply whether the alleged liability or loss are based on contract, negligence, tort, unjust enrichment, strict liability, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.
4.12 If in the event any liability of us and the Associates exceeds the amount stipulated in Clause 10.2, you shall indemnify and hold us and the Associates harmless from any loss in excess of such amount.
5.1 You and the Users are subject to this Clause 5 (the “Acceptable Use Policy”) and you hereby agree not to misuse the Service or aid, abet, counsel or procure anyone to do so.
5.2 While using the Service, you MUST NOT attempt to do any of the following in connection with the Service: -
(a) probe, scan, or test the vulnerability of any system or network in connection with the Service, Service App and/or the Site;
(b) disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security or the authentication measures of the Service;
(c) to engage in, promote, encourage illegal activity or violate any laws;
(d) upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable which could violate other User’s public, private and/or confidential information as well as any third party;
(f) stalk, harass, threaten or harm another;
(g) request personal or other information from a Minor who is not personally known to you, including but not limited to any of the following: - full name or last name, home address, zip/postal code, telephone number, picture, or the names of the Minor’s school, church, athletic team or friends;
(h) use the Service if you violate any terms of this Agreement;
(i) manipulate the price of any item or interfere with other Service operator’s listings (if applicable);
(j) take any action that will affect our fee structure, billing process or fees owed to us;
(k) post or otherwise content which may lead to illegal, counterfeit or stolen items transaction (if applicable);
(l) advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
(m) distribute, post, transmit or otherwise spam, any code of destructive nature, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
(n) distribute or otherwise viruses or any other technologies that maybe harmful to us, or any other of our clients;
(o) post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
(p) download or transmit third parties’ information that you know, or reasonably should know, that may infringe their interests and rights;
(q) take action which may infringe any third party’s copyright, trademark, patent, trade secret or other proprietary or intellectual property rights or rights of publicity and privacy;
(r) restrict or inhibit other users from using and enjoying the Service;
(s) breach any terms or conditions in this Agreement or other rules or regulations on our Sites which may be applicable for the Service and/or Service App;
(t) use third party link(s) to their websites without accepting any such third party’s terms and conditions of use of their websites;
(u) take action which may violate any applicable law, statute, ordinance or regulation;
(v) copy, modify and / or distribute content from us and our sub-domains, including but not limited to our copyrights and trademarks;
(w) collect or store information of other users/third parties unless their consents and permissions have been obtained;
(x) use the Service in any manner that could damage, disable, overburden, impair or harm any of the servers, networks, computer systems, resources for the provision of the Service (whether or not such servers, networks, computer systems, resources are owned by us) including but not limited to: -
x.I. breach or otherwise circumvent any security or authentication measures; or
x.II. interfere with or disrupt any user, host, or network, including but not limited to sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Service;
(y) falsify any Account registration details provided to us by pretending to be anyone, or any entity that you are not permitted to do so. You must not impersonate or misrepresent yourself as another person (including celebrities), entity, another user, an Associate, or a civic or government officials, or otherwise misrepresent your affiliation with a person or entity;
(z) falsify or materially omit any information or provide misleading information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Sites and Service App or the use of any Service, including at registration;
(aa) reverse-engineer, decompile, or disassemble any hardware and/or software running on the Site and/or Service App;
(ab) attempt to or causing any harm to any Separately Licensed Third Party Technology via (whether directly or indirectly) using the Service or the Service App; or
(ac) attempt to harm us through your access to the Sites, Service App or any Service,
except that nothing in this sub-clause shall be construed as limiting your liberty under applicable law.
5.3 Any use described in Clause 5.2 shall constitute a "Prohibited Use". In the event we have determined that you have engaged in any Prohibited Use or any violation of the acts as specified hereinabove, we may, without notice, suspend or temporary deny your use of the Service immediately without notice.
5.4 We hereby expressly reserve the right to address any such Prohibited Use through an appropriate sanction, in our sole and absolute discretion. Such sanction may include, but is not limited to, making a report to law enforcement or other authorities and terminating your access to any Service.
5.5 We hereby expressly reserve the right to reject or block any User or email address which could be deemed to be an impersonation, defamation or misrepresentation of your identity, or a misappropriation of another person’s name or identity.
6.1 We shall use our reasonable skills, care and diligence to provide and maintain the Service, Service App and the Sites. We have no obligation to ensure the truth or accuracy of the data which you posted, uploaded or stored via the Service, in particular: -
(ac.I.a) We shall not pre-screen the Contents uploaded by you but it is at our absolute sole discretion to refuse or remove any such Content.
(ac.I.b) We do not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.
(ac.I.c) If any of the Contents were found to be untruth and/or inaccurate, we shall bear no responsibilities nor accept any liabilities arising from the use of such Contents.
6.2 We and the Associates shall not be liable for any of your loss arising, directly or indirectly from: -
(a) your use of or your inability to use the Service;
(b) any information, guideline or whatsoever on our Site;
(c) delays or disruptions in the Service;
(d) virus or other malicious software or programme obtained by accessing, or linking to the Service;
(e) errors, omissions, inaccuracies or whatsoever in the Service;
(f) damage to any of your hardware and software due to the use of the Service;
(g) any action of third party; or
(h) suspensions or other actions taken by us regarding your Account(s) due to breach of this Agreement and / or any applicable law.
6.3 In the event that any dispute arises between you and any third party, we and the Associates will not be responsible for such dispute and the related claims, demands and damages (whether actual and contingent) in whatever nature.
6.4 We do not guarantee the continuous, successful or secure access to the Service and the operation of the Service may be interfered by various factors which are out of our control.
6.5 The Service, or any feature or part thereof, may not be available in all languages or in all countries and we make no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws.
6.6 We shall not be responsible and / or liable for any loss, injury, claim, liability or damage regarding your use of the Service. You use the Service at your own risk.
6.7 We shall use our reasonable effort to make sure you can have unrestricted access (subject to the Subscription Service you may have) to the Service, Service Apps and our Sites and provide prior notice to you should the Service be suspended for purposes including but not limited to system maintenance.
6.8 However, if necessary, we may suspend the Service and/or our Sites without prior notice to you. We shall not be liable if for any reason the Service and/or our Sites are not available at any given time for any given period.
6.9 We shall take all reasonable steps to minimize all errors contained in the information, transmissions, transactions or whatsoever provided by us. However, due to the nature of Internet and any unforeseeable circumstances, this cannot and will not be guaranteed.
6.10 The Sites and some articles in the Sites may contain links to other resources and businesses on the Internet which are for your reference only. It does not mean that we sponsor, affiliate to or associate with, or legally authorize to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol in the said links.
6.11 We accept no liability, obligation or responsibility whatsoever for any loss, destruction or damage (including without limitation consequential loss, destruction or damage) howsoever arising from or in respect of your use or misuse of or reliance on, or inability to use such links to any third-party website or your use or reliance on the contents of any such third-party websites and/or Separately Licensed Third Party Technology. You should refer to the terms and conditions of each such third-party website and/or Separately Licensed Third Party Technology during use and you declare that any such use of such third-party website and/or Separately Licensed Third Party Technology is at your own volition and at your own risk.
6.13 We have the absolute right to remove any of Content(s) / data you uploaded if such content / data violates any applicable laws and / or in breach of this Agreement. We also have the right to suspend your Account with us in connection to such violation.
7.1 Depending on the level and amount of Service required by you, the Service are available at no costs (but with limited access to the Service) or with a Subscription Service under different subscription plans with different Subscription Term.
7.2 You may select your Subscription Service at anytime at the Site or the Service App with Subscription Fee paid in advance.
7.3 You can change your Subscription Service by upgrading or downgrading your Subscription Service from time to time.
7.4 If you want to designate a different credit card or payment account or if there is a change in your credit card or payment Account Information, you MUST change your information online in the Account Information section of the Sites as soon as possible. This may temporarily disrupt your access to the Service while we verify your new payment information. We may contact you via email regarding your Accounts, for reasons including, but without limitation to, verifying your updated payment information.
7.5 If you do not wish to renew the Subscription Service, you must inform us at least seven (7) days prior to the end of Subscription Period. At the end of the current Subscription Period, if you have not downgraded to a free plan or if you have not informed us that you do not wish to renew the Subscription Service at least seven (7) days before the end of current Subscription Period, we assume your acceptance to your existing Subscription Service and we shall charge the Subscription Fee for the Subscription Plan you have selected and collect the Subscription Fee by using your last payment method.
7.6 YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING US WITH A VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS FOR PAYMENT OF ALL APPLICABLE FEES.
(a) If we are unable to successfully charge your credit card or payment account for the Subscription Fee due, we reserve the right to revoke or restrict your Subscription Service and access to the Service, delete the information stored in your Account and/or terminate your Account.
7.7 The Subscription Fee may change from time to time and may increase during the course of the Subscription Term or charge for the free Service at our discretion. Any change of prices will not apply until the expiry of your current subscription period. You will not be charged for using any Service unless you have selected a Subscription Plan (unless determined otherwise by us).
8.1 We reserve the right to terminate any Account which do not have Subscription Service due to their inactivity for a continuous period of ninety (90) days.
8.2 Each Service will be considered as independent and separate service for the purpose of calculating the period of inactivity and activity in one of the Service may not be enough to keep the Account in other Service active. For those Accounts with more than one User, the Account will not be considered inactive so long as one of the Users is considered active.
9.2 The Service are provided on an AS-IS-AND-AS-AVAILABLE basis and may contain errors, omissions or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. We strongly encourage you to backup all data and information on your device and peripherals prior to using the Service. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND THE ASSOCIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESSLY OR IMPLIEDLY, ABOUT THE SERVICES. WE ALSO DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9.3 TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DO NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND WE SHALL NOT BE RESPONSIBLE SHOULD SUCH DAMAGE, CORRUPTION, LOSS, OR REMOVAL OCCUR. It is your responsibility to maintain appropriate alternate backup of your information and data.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, THE ASSOCIATES, CONTRACTORS, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR: -
(a.a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE; OR
(a.b) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS.
THIS WILL BE REGARDLESS OF WHETHER OR NOT WE OR THE ASSOCIATES HAVE BEEN AWARE OR WARNED (WHETHER DIRECTLY OR INDIRECTLY) OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.2 ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF THE BASIS OF A CLAIM, NEITHER WE, THE ASSOCIATES, SUPPLIERS OR DISTRIBUTORS MAY BE HELD LIABLE FOR MORE THAN THE AMOUNT EQUIVALENT TO ANY SUCH USER (THE “CLAIMANT”) PAID FOR THE SERVICES FOR THE PREVIOUS TWELVE (12) MONTHS PRIOR TO THE FILING OF HIS/HER/ITS CLAIM IN ITS ENTIRE LIABILITY FOR ANY AND ALL CLAIMS REGARDING TO THIS AGREEMENT.
10.3 The limitations in Clauses 10.1 and 10.2 are applicable collectively to us, the Associates and suppliers. We shall not be liable for special, incidental, exemplary, indirect, economic consequential damages, Users’ loss of profits, business, value, revenue, goodwill or anticipated savings.
10.4 We shall not be held liable for claims regarding any product, service or item not provided by us, or any violation of law or third party rights caused by your Contents, materials, designs, or specifications.
10.5 Unless prohibited by law, you will indemnify us and the Associates against liabilities in any third-party legal proceeding to the maximum extent arising from: -
a.b.1. any application, project, instance, customer data or customer brand features; or
a.b.2. Customer’s, or Customer end users’ use of the services in violation of our Acceptable Use Policy stipulated in Clause 5.
11.1 We do not own the materials that you have posted, uploaded, inputted or submitted to us ("Submissions"). However, by posting, uploading, inputting, providing or submitting the Submissions, you have granted us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity and database rights you have in any Submission you provide to us in connection to our Service provided to you for the duration of this Agreement.
11.2 By using the Service, you may obtain Personal Information from relevant parties (including any other user of the Service). Without prior consent of the relevant party, such information shall only be used for the purpose of collection or in the ordinary course of business. We do not grant you a license to use the Personal Information for unsolicited commercial messages or direct or indirect marketing which are unrelated to the Service. Without limiting the aforesaid, and without prior consent of the relevant party, you are not licensed or permitted to add any of our clients to your email or physical mail list.
11.3 No compensation (whether monetary or not) will be made by us in respect of the use of your Submissions, as provided in this Agreement. We are under no obligation to post or use any Submission you provide and may remove any Submission at any time at our sole discretion.
11.4 It is possible that a third party website or a third party person will re-post the Submissions without notifying us and we shall not be liable for any dispute regarding the same.
11.5 By posting, uploading, inputting, providing or submitting your Submissions, you warrant and represent that you own or otherwise control all of the rights to your Submissions as described in this Clause including, without limitation, all the rights and licenses necessary for you to post, upload, input or submit the Submissions.
11.6 We bear no responsibility to any of your use to the Submissions. We have no obligation to ensure the truthfulness or accuracy of the data which you store via the Service.
11.7 You are strongly recommended to read the respective Service description regarding to the Service which you have subscribed.
11.8 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Customer shall indemnify us and the Associates for any loss or damage arising from our and/or the Associates use of the Submissions.
13.1 Subject to your fulfilment of this Agreement, you may terminate your Account with us and/or the Service at any time. However, if you have a Subscription Plan and you terminate the Account before the end of your current Subscription Period, your termination will take effect immediately and any Subscription Fee paid (if any) will not be refundable.
13.2 If your Account is terminated: -
(4.a) your Account will be deactivated or deleted;
(4.b) all of your rights granted under this Agreement will immediately be void; and
(4.c) all of your data and Content may be deleted from the Service immediately by us or upon your request.
13.3 Your Contents cannot be recovered once your Account is terminated and we are not liable for any loss or damage following, or as a result of, termination of the Account, and it is your responsibility to ensure that any information or data which you required is backed-up or replicated before termination of the Account(s).
13.4 In the event of termination is effected pursuant to Clause 8, all data associated with such Account will be deleted. We shall notify you thirty (30) days in advance of such termination and you may choose to back up your data during the said thirty (30) days. After such thirty (30) days period, your data may be deleted in accordance with this Clause 13.
13.5 We reserve our absolute right to terminate and / or suspend your Account(s) immediately without prior notice and reserves right to institute proceedings against you if any Clause of this Agreement or the Service description(s) applicable to the Service which you have subscribed has not been complied with and / or you have infringed any applicable law and such non-compliance and / or infringement is not capable of being rectified within three (3) days.
14.1 We, our products (including the Service, Service App or Sites), and all letters, products graphics, logos, designs, page headers, button icons, scripts, and service names included in our products are our intellectual properties and may not be used, including as part of trademarks and / or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
14.2 The names of companies and products mentioned on our products may be the intellectual properties of their respective owners.
15.1 This Agreement does not constitute any joint venture, partnership, employment or agency relationship between you and us.
15.2 This Agreement is subject to applicable laws and regulations. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
15.3 Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us in relation to the Service and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us in relation to the Service.
15.4 You must not assign or otherwise transfer this Agreement, or any right and obligation granted under this Agreement, without our prior written consent.
15.5 We may assign our rights and obligations under this Agreement without your prior consent provided that we assign this Agreement on the same terms or terms that are no less advantageous to you.
15.6 If there is any inconsistency between the English and Chinese versions of this Agreement, the English version shall prevail.
15.7 Any of our failure to exercise any of our respective right, power, or remedy under this Agreement, or any delay by us in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by us does not prevent either from exercising any other right, power, or remedy.
If you downloaded the Service App from the Apple App Store, Google Play or a third party’s App Store (collectively the “App Store”), this Clause shall apply: -
16.1 This Agreement is solely between you and us, and not with the owner or operator of the App Store ("App Store Owner"). We, but not App Store Owner, are solely responsible for the Service App and the content therein (subject to this Agreement). By accepting this Agreement, you acknowledge that the App Store Owner has no obligation to furnish any maintenance or supporting services to you in connection with the Service App.
16.2 In the event of any failure of the Service App to conform to any applicable warranty that might be contained or implied into this Agreement, you may notify the App Store Owner, and the App Store Owner will refund the purchase price (if any) for the Service App. Except for the foregoing, to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever in relation to the Service App.
16.3 Any claim in connection with the Service App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by this Agreement, and Apple is not responsible for such claims.
16.4 You should read and comply with the Terms of Service of the App Store, including the Usage Rules (as defined in the Terms of Service).
16.5 You represent and warrant that you are not located in any United States embargoed countries or on any United States Government list of prohibited or restricted parties.
16.6 You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the Service App, and that, upon your acceptance of this Agreement, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the Service App against you as a third-party beneficiary thereof.
16.7 Without limiting any other terms in this Agreement, you must comply with all applicable third-party terms of agreement when using the Service App.
16.8 All other terms and conditions of this Agreement are applicable to your use of the Service App.
17.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed ineffective and will not affect the continuation in force of the remaining provision of this Agreement.
18.1 This Agreement is governed by and construed in accordance with the laws of Hong Kong.
18.2 We are committed to address your concerns as quickly as possible. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting firstname.lastname@example.org or email@example.com. We shall attempt to resolve the dispute informally by contacting you via email. We will endeavour to resolve the dispute within ninety (90) days of your submission.
18.3 Subject to Clause 18.2, the parties hereto irrevocably agree that any dispute, controversy, difference or claim which may arise out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by the courts of Hong Kong and that the courts of Hong Kong will have non-exclusive jurisdiction to adjudicate therefrom.