Terms and Conditions | Fortune and Future Technology HK

Terms and Conditions

Welcome to the website of Fortune&Future Hong Kong Limited, together with its subsidiaries and affiliates (collectively, “Company”, “we”, “us” or “our”). These Terms and Conditions of Use (the "Terms") govern your access to and use of https://fortunefuturehklimited.com/ (the “Site”), our APIs, and any other software, tools, products, features, or functionalities provided from time to time on or in connection with our services, including without limitation creating custom online storefronts, secure payment solutions, inventory management, SEO optimization, and analytics dashboard (collectively, the “Services”).

For purposes of these Terms, “user” and “you” mean you as visitor of the Site and/or user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

These Terms set forth the legally binding terms for access and use of the Site and/or the Services and with respect to any order, either direct or indirect, registration confirmation or other fully executed document that references and/or incorporates these Terms.

You agree to be bound by these Terms by accessing, downloading, or using our Site and/or the Services on a computer, laptop, smartphone, tablet, or other electronic device.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY USING THE SITE OR THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND ALL OF THESE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES.

This Site and the Services are offered and available to users who are 18 years of age or older. By using this Site or any of the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site or any of the Services.

The Site and the Services are not intended to provide tax, legal, accounting or any other types of advice. You alone are solely responsible for determining whether the Services are suitable for your business and for complying with applicable law and regulations. You should consult qualified professional advisers regarding your specific circumstances.

The following terms govern your access and use of the Site and/or the Services:

Our Services.

The Company specializes in creating custom online storefronts, secure payment solutions, and efficient inventory management. We enhance visibility through SEO optimization and provide insightful analytics. We may also provide other services, features, functionalities, software, tools, products or support from time to time in connection with our services.

Custom Storefronts.

We design personalized, user-friendly online storefronts tailored to meet your brand's needs, enhancing customer experience and maximizing engagement.

SEO Optimization.

Our SEO services improve your website's visibility on search engines, driving more organic traffic and increasing potential customer reach.

Analytics Dashboard.

Gain insights from our comprehensive analytics dashboard, tracking sales, user behavior, and product performance to inform and optimize business strategies.

Customer Support.

We provide high quality customer support to resolve queries or issues, ensuring client satisfaction and smooth operational processes for your e-commerce platform.

Company Rights.

The Services have a range of features and functionalities. Not all Services or features will be available to all users or merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

It is in the Company’s sole discretion to refuse or remove any materials, content, data or information uploaded, submitted, transmitted, or otherwise made available by you through the Site and/or the Services (including on or in connection with any online storefront created or managed using the Services) if we determine in our sole discretion that the goods or services that you offer through the Services, or such materials, content, data or information, violate these Terms or applicable law.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Company employee, member, or officer may result in suspension or termination of your access to the Site and/or the Services (or any part thereof), at our discretion.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Company employees and contractors may also be Company customers and that they may compete with you, although they may not use your Confidential Information (as defined in Section 4) in doing so.

In the event of a dispute regarding the authority to access or use the Site or the Services (including, where applicable, any online storefront, project, or payment account configured or managed in connection with the Services), we reserve the right to request documentation to determine or confirm such authority or control.

The Company reserves the right to determine, in our sole discretion, the rightful party authorized to access or use the Site or the Services (including, where applicable, any online storefront or project created, configured, or managed in connection with the Services) and to transfer such access or use to such rightful party. If we are unable to reasonably determine the rightful party, without prejudice to our other rights and remedies, we reserve the right to temporarily suspend or restrict access to the Site and/or the Services (or any part thereof) until resolution has been determined between the disputing parties.

Your Responsibilities.

You acknowledge and agree to provide public-facing contact information, terms of service, a refund policy, and shipping policies (including order fulfilment timelines) on any online storefront that you create, operate or manage using the Services. Public-facing contact information should include your name, address, telephone number, and email address. You should inform your customers if you use a third-party supplier.

You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through your online storefront (including any checkout or payment flow enabled through your storefront) is directly and only between you and your customer(s). You are the seller or merchant of record for all sales made through your online storefront. You are responsible for the creation and operation of your online storefront, any materials or content you upload or post in connection with your online storefront, the goods and services that you may sell through your online storefront, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer's purchase, determining and collecting taxes, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable law (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. For the avoidance of doubt, the Company is not the seller or merchant of record and has no responsibility for your online storefront, your materials or content, the goods or services you may sell through your online storefront, or any aspect of the transaction between you and your customer(s).

You represent and warrant that you will comply with all applicable law, rules, regulations, and rights of third parties in your use of any of the Services and your performance of obligations under these Terms.

If you access or use our APIs (if any), you are solely responsible for the activity that occurs through your use of such APIs and for keeping secure any API keys, credentials or similar access credentials that may be issued to you or generated by you in connection with such use.

If you use our payment solutions (including enabling multiple currencies and payment methods), you are solely responsible for ensuring that you are authorized to use the relevant payment methods, and for your compliance with applicable law and any relevant third-party terms applicable to such payment methods.

If you use any SEO optimization, marketing, or business promotion solutions made available through the Services, you are solely responsible for ensuring that all marketing materials, advertisements, product claims and related content comply with applicable law and any applicable third-party platform rules, and are not misleading or deceptive.

You are responsible for ensuring that all product information, pricing, inventory levels, shipping/fulfilment information, and other data you provide or configure in connection with the Services are accurate, complete and up to date, and for any consequences arising from inaccurate or outdated information (including overselling or fulfilment issues).

Where you enable or use analytics, personalization or recommendation-related features in connection with your use of the Services, you are solely responsible for ensuring that you have all necessary rights, notices and consents (as applicable) to collect, use and share relevant data, and for complying with applicable law relating to privacy, data protection and marketing communications.

Confidentiality.

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. The Company’s Confidential Information includes all information that you receive relating to us, or to the Site or the Services, that is not known to the general public, including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 4. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.

Disclaimer and Warranties.

YOUR ACCESS TO AND USE OF THE SITE OR THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING CLAUSE 5.1, WE MAKE NO WARRANTY OR REPRESENTATION THAT:

THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BUSINESS NEEDS;

THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, ACCURATE, RELIABLE, COMPLETE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;

ANY DEFECTS, ERRORS OR MALFUNCTIONS WILL BE CORRECTED; OR

THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE OR ACHIEVE ANY PARTICULAR OUTCOME. FOR THE AVOIDANCE OF DOUBT, WE DO NOT GUARANTEE ANY PARTICULAR BUSINESS OR PERFORMANCE RESULTS, INCLUDING WITHOUT LIMITATION SEARCH RANKINGS, ORGANIC TRAFFIC, SALES, CONVERSION RATES, OR OTHER ANALYTICS OR PERFORMANCE METRICS.

THE SITE AND THE SERVICES ARE NOT INTENDED TO PROVIDE, AND DO NOT CONSTITUTE, TAX, LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR (I) DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR YOUR BUSINESS; AND (II) YOUR COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS (INCLUDING THOSE RELATING TO E-COMMERCE, CONSUMER PROTECTION, ADVERTISING/MARKETING, DATA PRIVACY, AND PAYMENT PROCESSING), AND ANY TAX OBLIGATIONS OR LIABILITIES ARISING FROM YOUR OPERATIONS OR TRANSACTIONS. YOU SHOULD CONSULT QUALIFIED PROFESSIONAL ADVISERS REGARDING YOUR SPECIFIC SITUATION.

THE SERVICES MAY ENABLE OR REQUIRE INTEGRATIONS WITH THIRD-PARTY SERVICES, TOOLS OR PLATFORMS. WE DO NOT ENDORSE OR APPROVE, AND MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY THIRD-PARTY PRODUCTS OR SERVICES, OR ANY CONTENT OR INFORMATION PROVIDED BY ANY PARTY OTHER THAN US. YOUR USE OF ANY THIRD-PARTY PRODUCTS OR SERVICES IS AT YOUR OWN RISK AND MAY BE SUBJECT TO SUCH THIRD PARTIES’ TERMS AND POLICIES.

WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES (OR ANY CONTENT) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND TRANSACTING ONLINE OVER THE INTERNET. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE OR TRANSMIT ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM US OR THROUGH THE SITE OR THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.

YOU AGREE THAT YOU WILL NOT RELY ON ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SITE OR THE SERVICES AS A SUBSTITUTE FOR YOUR OWN INDEPENDENT ASSESSMENT OR PROFESSIONAL ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON ANY MATERIAL OR INFORMATION CONTAINED ON THE SITE OR THE SERVICES.

WE MAY OCCASIONALLY INTERRUPT OR RESTRICT ACCESS TO THE SITE OR THE SERVICES FOR OPERATIONAL, MAINTENANCE, SECURITY, OR OTHER REASONABLE PURPOSES. WHERE PRACTICABLE, WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS PRACTICABLE.

Some jurisdictions do not allow the exclusion of certain implied warranties or the limitation of certain rights, so some of the above disclaimers may not apply to you to the extent prohibited by applicable law. In such cases, the disclaimers in this Section 5 shall apply to the maximum extent permitted by applicable law.

You represent and warrant and undertake on an ongoing basis that:

if you are a natural person, you are at least eighteen (18) years of age;
if you are a company, you are a company duly incorporated under the laws of your place of formation;
you have full capacity, authority and all necessary licenses, permits and consents to enter into and to exercise the rights, and perform your obligations under, these Terms;
your entry into and performance of these Terms do not:

conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; or
conflict with or result in the breach of any applicable law or other restrictions or obligations (whether contractual or otherwise) that you are subject to;

you will provide the Company with accurate, up-to-date and complete customer due diligence information and data at all times; and
you will access or use the Site and/or the Services only for lawful purposes and in compliance with these Terms and applicable law;
you will comply with all applicable law in connection with these Terms and the performance of your obligations under these Terms;
you will not access or use the Site or the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Site or Services;
you are solely responsible for any use of the Site or the Services, including the content of any data or transmissions you execute through the Site or the Services;
you will use all reasonable endeavors to ensure that no unauthorized person will or could access your account or any of the Services;
you will not interfere with, disrupt, or cause any damage to other users of the Site or the Services; and
we may work with third parties to provide the Services. If you receive information from us regarding or marked or indicated as provided by such third parties, you will not rely on such information and will not make any claims against such third parties or us in relation to such information. You bear all risk and responsibility if you choose to rely on such information.

Indemnification.

You agree to indemnify, defend and hold harmless us, our parent (if any), subsidiaries, affiliates, contractors, licensors, suppliers and service providers, and our and their respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, investigations, demands, suits, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to, directly or indirectly:

your access to or use of, or conduct in connection with, the Site or the Services;

your breach of these Terms (or any documents incorporated by reference, if applicable) or our enforcement of these Terms;

your violation of any applicable law or regulation, or the rights of any third party (including intellectual property, privacy, data protection, consumer protection, advertising/marketing, or payment-processing related requirements) in connection with your access to or use of the Site or the Services;

any materials, content, data, information, products or services that you (or any third party acting on your behalf) upload, submit, transmit, publish, display, or otherwise make available through or in connection with the Services;

any aspect of any transaction, relationship or dispute between you and your customer(s) or other third parties in connection with your online storefront or business;

any instructions or directions provided by you (or any person you authorize or who reasonably appears to us to be authorized to act on your behalf) in connection with the Services, to the extent the Indemnified Parties act in reliance on such instructions; and/or

your negligence, fraud or wilful misconduct in connection with access or use of the Site or the Services.

If you are obligated to indemnify the Indemnified Parties pursuant to these Terms, we will have the right, in our sole discretion, to control any relevant action or proceeding and to determine whether we wish to settle, and if so, on what terms.

Your obligations under this Section 6 will survive any expiration or termination of these Terms and/or your access to or use of the Site or the Services.

Limitation of Liability.

Nothing in these Terms limits or excludes:

in relation to each party, its liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other act or omission, liability for which may not be limited or excluded under applicable law; and

in relation to you, your liability for:

any sums properly due and payable to the Company under these Terms;
your breach of applicable law; and
liability arising under any indemnity given by you under these Terms.

SUBJECT TO CLAUSE 7.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES SHALL HAVE NO LIABILITY IN RESPECT OF ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES SUFFERED OR INCURRED BY YOU, INCLUDING WITHOUT LIMITATION: (A) LOSS OF PROFITS; (B) LOSS OF BUSINESS OPPORTUNITIES OR BARGAIN; (C) LOSS OF REVENUE; (D) LOSS OF ANTICIPATED PROFITS; (E) LOSS OF OR CORRUPTION OF DATA OR LOSS ASSOCIATED WITH THE SAME; (F) LOSS OF OPERATION TIME OR BUSINESS INTERRUPTION; (G) LOSS OF ANTICIPATED SAVINGS; AND/OR (H) DAMAGE TO GOODWILL OR ANY OTHER DAMAGE TO REPUTATION (IN EACH CASE, WHETHER ARISING AS A DIRECT OR INDIRECT RESULT OF THE APPLICABLE CLAIM), ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

SUBJECT TO CLAUSE 7.1, THE COMPANY AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY LOSS OUTSIDE OF THE DIRECT CONTROL OF THE COMPANY AND/OR ANY OF ITS AFFILIATES THAT ARISES FROM THE NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT OR THE INSOLVENCY OF ANY THIRD-PARTY PAYMENT PROCESSOR, CORRESPONDENT BANK, OR OTHER THIRD PARTY SERVICE PROVIDER USED TO PROVIDE THE SERVICES.

SUBJECT TO CLAUSE 7.1, THE COMPANY AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR THE NON-EXECUTION, DEFECTIVE EXECUTION, ERROR, MISTAKE, DELAY OR NON-PERFORMANCE OF ANY TRANSACTION, INSTRUCTION, PAYMENT OR RELATED PROCESS CONDUCTED THROUGH OR IN CONNECTION WITH THE SERVICES IF:

ANY INFORMATION YOU PROVIDE IN THE RELEVANT INSTRUCTION IS INCORRECT; OR

SUCH NON-EXECUTION, DEFECTIVE EXECUTION, ERROR, MISTAKE, DELAY OR NON-PERFORMANCE ARISES OUT OF YOUR FAILURE OR DELAY IN PROVIDING THE INFORMATION THE COMPANY REQUIRES IN ACCORDANCE WITH THESE TERMS; OR

ANY ERROR, MISTAKE OR NON-PERFORMANCE ARISES FROM ANY THIRD PARTY INVOLVED IN PROCESSING THE RELEVANT PAYMENT OR TRANSACTION FAILING TO PROCESS THE PAYMENT OR TRANSACTION CORRECTLY.

SUBJECT TO CLAUSE 7.1, THE MAXIMUM AGGREGATE LIABILITY IN ANY ONE (1) CALENDAR YEAR OF THE COMPANY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE MONEY ACTUALLY RECEIVED BY THE COMPANY FROM YOU RELATING TO THE ITEMS/SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY; OR (B) HK$2000. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT LIMIT YOUR OBLIGATION TO PAY ANY AMOUNTS DUE UNDER THESE TERMS.

Intellectual Property.

Your Materials.

We do not take ownership of the materials, content, data, information, text, images, graphics, audio, video, designs, product listings, and other materials that you provide to the Company in connection with the Site or the Services (“Materials”); however, we do require a license to your Materials. You hereby grant the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of your Materials. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve, and promote the Services and to perform our obligations and exercise our rights under these Terms.

As part of providing the Services, the Company may list, combine, feature, and promote your Materials, any online storefront created, operated or managed using the Services, and Your Trademarks (as defined below) in any channel operated by the Company or the Company’s partners. You represent, warrant, and agree that you have all necessary (i) rights in the Materials to grant this license, and (ii) rights and consents to make available to the Company to use or process any Materials or information collected from or about an individual associated with such Materials that is subject to protection under applicable data privacy laws or regulations.

To the extent permitted by applicable law, you irrevocably waive any and all moral rights you may have in the Materials in favour of the Company and agree that this waiver may be invoked by anyone who obtains rights in the Materials through the Company, including anyone to whom the Company may transfer or grant (including by way of license or sublicense) any rights in the Materials.

If you owned the Materials before providing them to the Company then, despite making them available through any online storefront created, operated or managed using the Services, they remain yours, subject to any rights or licenses granted in these Terms or elsewhere. You can remove your Materials from the Services at any time. Removing your Materials does not terminate any rights or licenses granted to the Materials that the Company requires to exercise any rights or perform any obligations that arose prior to such removal.

You agree that the Company can, at any time, review and delete any or all of the Materials submitted to or made available through the Services, although the Company is not obligated to do so.

You grant the Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your business, brand or online storefront (“Your Trademarks”) solely to operate, provide, and promote the Services and to perform our obligations and exercise our rights under these Terms. This license will survive any termination of these Terms solely to the extent that the Company requires the license to exercise any rights or perform any obligations that arose during the term of these Terms.

Company Intellectual Property.

You agree that you may not use any trademarks, logos, or service marks of the Company, whether registered or unregistered (“Company Trademarks”), unless you are authorized to do so by the Company in writing. You agree not to use or adopt any marks that may be considered confusing with the Company Trademarks. You agree that any variations or misspellings of the Company Trademarks would be considered confusing with the Company Trademarks.

You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include the Company or Company Trademarks or that use or include any terms that may be confusing with the Company Trademarks.

You acknowledge and agree that these Terms do not give you any right, title, or interest in or to any intellectual property of the Company (including any patents, copyrights, trade secrets, know-how, designs, software, tools, features or functionalities) except for the limited rights expressly granted to you to access and use the Services in accordance with these Terms.

The Company respects the valid intellectual property rights of others and we expect users to do the same. Posting or making available content that constitutes an infringement of others’ legal rights may violate these Terms, and the content may be removed and/or your access to the Services may be suspended or terminated at our discretion. If you believe content made available through the Services infringes your intellectual property rights, please contact us using the contact details provided on the Site.

Additional Services.

The Company may make available certain services, products, applications and tools, in addition to the Services, from time to time (collectively, “Additional Services”). Your use of, and access to, any Additional Services is subject to these Terms or, in some cases, may be subject to additional and separate fees, terms, and policies.

Service Fees.

In consideration for the Services, you will pay to us the service fees. The service fees are charged separately depending on the Services used by you and are set out in the related agreement or as otherwise agreed in writing with us.

Feedback and Reviews.

The Company welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material, or any review of the Services or any third-party products or services used in connection with the Services (collectively, “Feedback”) to the Company be subject to any obligation of confidentiality or expectation of compensation.

By submitting Feedback to the Company (whether submitted directly to the Company or posted on any Company-hosted forum or page), you waive any and all rights in the Feedback and the Company is free to implement and use the Feedback if desired, as provided by you or as modified by the Company, without obtaining permission or license from you or from any third party.

Any reviews that you submit to the Company must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. The Company reserves the right (but not the obligation) to remove or edit Feedback, but does not regularly inspect posted Feedback.

Data Protection.

We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your personal information consistent with generally accepted industry standards. The terms of our Privacy Policy at [*insert URL link] are hereby incorporated by reference. By using the Site or Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your information in accordance with the Privacy Policy.

Force Majeure.

The Company will not be responsible for any failure to perform any obligation under these Terms for so long as, and to the extent to which, the performance of such obligation is prevented, hindered or delayed by any circumstance beyond the Company’s reasonable control, whether similar or not to the following, including strikes, shortages, riots, acts of terrorism, insurrection, fires, widespread disease or illness, flood, storm, explosions, acts of nature, war, governmental action, labor conditions, power outages, earthquakes, failures of service providers, or any other cause beyond the Company’s reasonable control (the “Force Majeure Event”). Upon occurrence of a Force Majeure Event, the Company will:

promptly notify you of any circumstances which may result in failure to perform its obligations; and

use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

Suspension and Termination.

These Terms begin on the date you first access or use the Site or any part of the Services and continue until terminated by you or by the Company in accordance with this Section 15 (the “Term”). You may stop using any part of the Services at any time. Subject to any applicable additional terms and where there are no outstanding fees, charges or other amounts owing to the Company, you may terminate these Terms by giving the Company thirty (30) days’ prior written notice.

Without limiting any other rights or remedies, the Company may, in its sole discretion, suspend, restrict, disable or terminate your access to the Site or the Services (in whole or in part), immediately and without prior notice or liability (unless otherwise required by applicable law), for any reason whatsoever and without limitation, including if:

you breach these Terms and/or our Privacy Policy and/or any terms and conditions relating to any Additional Services;

you breach any applicable law or the Company reasonably believes you are in breach of, or about to breach, any applicable law, or the Company is required to do so by applicable law or a regulator of competent jurisdiction;

the Company suspects criminal activity in connection with your use of the Site or the Services, that the Services are being used fraudulently, or you have fraudulently requested a refund for an unauthorized transaction;

you provide false, misleading or inaccurate information, or the Company has been unable to verify any information you have provided;

you notify the Company of, or the Company suspects or identifies, any suspected or actual unauthorized transactions;

you are placed on any national or international restricted or prohibited lists, which prevents the Company from providing the Services;

the Company suspends or stops all, or part of, the Services, including for technical, operational or security reasons;

the Company has reasonable concerns about your use of the Site or the Services;

you have not paid any fees, charges or other amounts owing to the Company by the due date; or

any third-party service provider necessary to provide the Services (including any payment processor, banking partner or other provider) requires the Company to suspend or terminate the Site or the Services, or to terminate these Terms.

Where the Company exercises a right of suspension under this Section 14, we will, where possible, give you notice of the suspension and the reasons for such suspension either before the suspension is put in place or immediately after, unless doing so would compromise the Company’s reasonable security measures or otherwise be unlawful. The Company will use commercially reasonable efforts to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

Upon termination of these Terms or the Services by either party for any reason:

the Company will cease providing you with the Services (or the relevant part of the Services) and you will no longer be able to access or use the Site or the Services to the extent terminated;

unless otherwise provided in these Terms or required by applicable law, you will not be entitled to any refunds of any fees, whether pro rata or otherwise, for any amounts already paid to the Company;

any outstanding balance owed by you to the Company through the effective date of termination will immediately become due and payable in full; and

the Company may charge you for any costs, expenses and losses we incur in connection with your breach or in connection with actions we may take to cover or reduce exposure, to the extent permitted by applicable law.

Termination of these Terms will be without prejudice to any rights or obligations which arose prior to the date of termination.

All sections of these Terms which by their express terms or nature are to continue and survive termination shall survive any termination, including, without limitation, Our Services, Confidentiality, Disclaimer and Warranties, Indemnification, Limitation of Liability, Intellectual Property, Data Protection, and General.

Modifications.

We reserve the right, in our sole and absolute discretion, to change, modify, add or remove portions of these Terms at any time. It is your responsibility to review these Terms periodically for updates or changes. Unless we indicate otherwise in our notice (if applicable), any changes to these Terms will be effective immediately upon posting the updated Terms on the Site. We will use commercially reasonable efforts to provide you with reasonable advance notice of changes to these Terms that materially adversely affect your use of the Services or your rights under these Terms, by email (where applicable), by posting a notice on the Site, or by similar means. However, we may make changes that materially adversely affect your use of the Services or your rights under these Terms at any time and with immediate effect (i) for legal or regulatory reasons, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Your continued access to or use of the Site or the Services following our notice (if applicable) or the posting of updated Terms constitutes your acceptance of the changes and consent to be bound by these Terms as amended. If you do not agree to the amended Terms, you must stop accessing and using the Site and the Services.

We may change the service fees for the Services from time to time. Where applicable, we will provide you with 30 days advanced notice prior to any changes to fees by email (where applicable), by posting a notice on the Site, or by similar means. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

General.

Choice of Law.

You agree that these Terms and all matters relating to your access to or use of the Site or the Services, including all disputes and arbitration, will be governed by the laws of Hong Kong Special Administrative Region without regard to its conflicts of laws provision.

Initial Dispute Resolution.

The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating arbitration, except to the extent that injunctive, specific performance or other equitable relief is sought.

Binding Arbitration.

Subject to Clause 16.2, you and we agree that any dispute, claim, or controversy arising in connection with or relating in any way to these Terms or to your relationship with us as a user of the Site or the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration. You and we further agree that the arbitral tribunal shall have the exclusive power to rule on its own jurisdiction.

Arbitration Rules and Procedure.

The seat of the arbitration shall be Hong Kong. The arbitration shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. Unless the parties agree otherwise, there shall be one (1) arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Confidentiality of Arbitration.

The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Arbitration Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

Class Action Waiver.

The parties further agree that any arbitration or other permitted action shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this Clause is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

No Waiver.

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

Assignment and Subcontracting.

You shall not, voluntarily, by operation of law, or otherwise, assign your rights or obligations under these Terms without our prior written consent, and any attempted assignment in violation of the foregoing is void. We may assign these Terms, in whole or in part, or subcontract our obligations under these Terms, without your consent.

Entire Agreement.

These Terms and any policies or operating rules posted by us on the Site or in respect of the Site and/or the Services constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral, with respect to such subject matter.

Severability.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

Electronic Communications.

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically (including via email and on the Site) satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

Relationship.

Nothing in these Terms will be construed as creating an agency, a partnership or joint venture between the parties, constitute any party being the agent of the other party, or authorize any party to make or enter into any commitments for or on behalf of the other party.

Third Party Rights.

Unless otherwise expressly stated in these Terms, any person that is not you or us is not entitled to enforce any term under these Terms under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong).

Language.

These Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.