By using and/or accessing our Platform, you agree to these Terms. Use of our Platform constitutes acceptance of these Terms and forms a legally binding contract between you and Hi5 Place in relation to your access to and use of our Platform. If you are using our Platform on behalf of an entity, you will be deemed to have authority to act on behalf of that entity and are agreeing to these Terms on behalf of that entity.
- Definitions and Interpretations
1.In these Terms, the following definitions apply:
– We / Hi5 Place: Hi5 Place a brand manage under Acqra Limited with its registered office situated at Rm 1202, Delta House, 3 On Yiu Street, Shatin, NT, Hong Kong.
- You / User: Any party accessing or using our Platform whether as a Merchant, Customer or casual browser.
- Merchant: The business entity and/or the individual, whether fee-paying or non-fee paying users of the Platform, to create its online store for the purpose of offering products or services via our Platform.
- Customers: The business entity(ies) and/or individual(s), visiting the Merchant’s online store as registered or unregistered members.
2. Your Representations
- Our Platform is not intended for and may not be used by minors. By using our Platform, you represent that you are an adult and that you are able to legally enter into contractual agreements.
3. Our Platform
- Our Platform is merely a SaaS (Software-as-a-Service) solution tailored to enable Merchants to build and operate their online stores to display their product and/or service catalogue, to sell products/services, to facilitate payments by Customers, and communication between Merchants and their Customers via proprietary third-party platforms not limited to Whatsapp and Facebook. Merchant registers to use the free version of our Platform or subscribes to use the advanced version on a subscription basis (“Subscription Plan”).
- Stores created by Merchants on the Hi5 Place Platform are open for Customers to visit, browse, purchase products and services they want. Customers can register at the Store as members of the Store to have a personalized shopping experience or they can shop as guests without registering as members.
4. Your Account
- In registering for an account on our Platform or subscribing to the Subscription Plan as a Merchant or as a Customer for a personalized shopping experience, you will be required to provide certain information, including but not limited to your username, password, the full name of the individual or registered user or the business, a suitable password, and email address and valid phone number (“Account Information”). Merchants are not required to provide a username. They are identifiable by their email, store name, and/or store URL. You agree that all Account Information provided shall be truthful, accurate, and up-to-date. You should choose a strong and secure password. You must keep your password secure and confidential.
- You agree not to share your Account Information or give others access to your account. If and when we detect that an account is shared by multiple users, we may treat this as a security breach and suspend, disable or terminate your account without notice. We have the sole discretion to suspend, disable or terminate any account at any time without liability if, in our reasonable opinion, you are in breach of the Terms.
- You are responsible for all actions or activities that occurred through or under your account unless you report misuse on a timely basis. If you permit others to use your account and/or Account Information, you are responsible for the activities of such users that occur in connection with your account and/or Account Information.
- All accounts are non-transferable. If you are accessing or using an account on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person’s or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
- Store names and usernames must not be offensive or offend common decency or intended to deceive subscribers or convey the appearance of affiliation with Hi5 Place. We reserve the right, to:
- amend any store name or username without prior notice if we reasonably believe the store name or username to be in contravention of the Terms; and/or
- suspend and/or disable your account until the name is changed.
5. Availability of our services
- We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services feature on our Platform, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities, or features altogether. We reserve the right to make the above changes at any time without any notice.
- We may release products, services, functionalities, or features of our Platform that we are still testing and evaluating. We will label these as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings which indicate that the products, services, functionalities, or features are under development. By continuing to use our Platform, you acknowledge that these beta services may not be as reliable as other products or services we offer and may be subject to service disruption and you agree to be bound by these Terms in relation to those beta features.
- We try our best to ensure that our Platform is always available, but we do not guarantee or offer any warranties that the operation of or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network, or equipment failures. Hi5 Place is not liable for any losses claimed due to interruption or disruption to the Platform under any circumstances.
- You are responsible for configuring your information technology, computer programs and platform or system in order to access our Platform. Hi5 Place does not guarantee that the Platform will be free from bugs and/or viruses and will not be responsible for any direct or indirect loss or damage that results from bugs and/or viruses contacted via using our Platform.
6. Use of the platform
- When using or accessing the Platform, you agree to comply with these Terms and all applicable laws and regulatory requirements, including those related to privacy and protection of intellectual property.
- The Platform is currently made available to you free of charge but also for a subscription fee for commercial use. Hi5 Place reserves the right to amend or withdraw the Platform and/or the fee structure for the Platform without notice in accordance with these Terms at any time and for any reason, without incurring liability.
- In exchange for the Customer or Merchant registering with the Platform or the Merchant subscribing to the Subscription Plan, we grant Customers or Merchants a personal, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable, non-exclusive, and revocable license to access and use our Platform, including any software or application as part of the services we offer. This license is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as a Customer or Merchant subject to these Terms and the additional terms set forth in Part B or Part C of these Terms for Customer or Merchant respectively.
- This license to use our Platform will terminate if you fail to comply with these Terms or other additional terms.
- You agree not to misuse the Platform or help anyone else to do so. Without reservation, you agree not to do any of the following in connection with our Platform: use our Platform for unlawful or unauthorized purposes;
- copy, modify, distribute, sell, lease, loan, or trade any access to the Platform or any data or information on it;
- re-sell or attempt to benefit commercially from any data, content, or information available in or on the Platform;
- probe, scan, or test the vulnerability of any system or network;
- breach or otherwise circumvent any security or authentication measures or service use limits;
- access, tamper with, or use non-public areas or parts of the Platform;
- interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform;
- reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source;
- access, search, or create accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;
- send unsolicited communications, promotions or advertisements, or spam;
- forge any TCP/IP packet header or any part of the header information in any email;
- send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;
- conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorization;
- abuse referrals or promotions;
- post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;
- violate the letter or spirit of our Terms;
- violate applicable laws or regulations in any way; and/or
- violate the privacy or infringe the rights of others.
7. Your rights
- We hereby grant you a worldwide, limited, non-exclusive, non-transferable, non-licensable, non-sublicensable, royalty-free, and revocable license to use our Platform for your personal or business use in accordance with these Terms.
- You may not assign your rights provided for under these Terms without our prior written consent. We may assign the Terms and delegate certain responsibilities, obligations, and duties under or in connection with the Terms at our sole discretion.
- We reserve all rights, title, and interest not expressly granted under the above-mentioned license to the fullest extent possible under applicable laws.
- You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other Users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other Users or visitors.
- You warrant that Your Content is not and will not infringe the rights of any third parties and that you have all the necessary rights, power, and authority to satisfy your obligations with regard to Your Content under these terms.
8. Our rights
We may (at our discretion but are not obliged to) review content or information submitted or posted by Users on our Platform. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any Users on our Platform.
9. Intellectual Property
- Our name “Hi5 Place” and our marks and logos are our trademarks (whether or not they are registered or unregistered) and may not be used without our express prior written consent.
- All trademarks, trade names, service marks, logos, copyrights, database rights, and other intellectual property rights of any nature on the Platform, including all information, data, text, music, sound, images, photographs, graphics, illustrations, and video messages, page headers, button icons, scripts, arrangement and presentation thereof together with the underlying software code, source code, software compilations, tools, application, slogans, filters, User-generated filters and other content contained therein (collectively, “Material”) are owned directly by us. You acknowledge that you have no ownership rights in or to any (part of) the Material. We reserve all rights to take any legal action in relation to any right applicable to the Material.
- All intellectual property rights subsisting in the Platform or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved.
- You may view, use, print, or download extracts of the Material for your own personal use but you cannot otherwise use, copy, edit, vary, alter, reproduce, publish, display, distribute, store, transmit, commercially exploit, or disseminate in any form whatsoever any of the Material or use the Material in any manner which creates the impression that such items belong to or are associated with you without express written permission from us.
- Reporting Intellectual Property Rights Infringement:
- We have a policy of limiting access to our Platform and terminating the accounts of Users who infringe the intellectual property rights of others. If you believe that anything appearing on our Platform infringes any copyright that you own or control, you may notify us at firstname.lastname@example.org.
- Please note that if you knowingly misrepresent that any activity or Content or Material on our Platform is infringing, you may be liable to us for costs and damages to be ascertained.
10. Dispute Resolution
Hi5 Place encourages Customers and Merchants to resolve disputes (including claims of refunds) with each other directly whenever possible. Hi5 Place does not play any role in mediating disputes between any Customers and Merchants.
11. Third-Party Software Integrations
Our Platform may integrate with third-party software to provide a full suite of functionalities to our Users. We are not responsible for any issues and/or direct or indirect losses arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service and/or the user agreements of that software.
12. Advertisers on Platform
We accept no responsibility whatsoever for adverts featured on the Platform. If you agree to purchase goods and/or services from any Merchant or third party that advertises on the Platform, you do so at your own risk. The advertiser and Merchant (if the goods or services were purchased from or through one of the Merchants), not Hi5 Place, is responsible for such goods and/or services and if you have any queries or complaints in relation to them, your only recourse is against them.
13. Limitation on liabilities
- To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:
- we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;
- we give no assurance, representation, or warranty of any kind (whether express or implied) about the Platform and any products or services featured on our Platform;
- we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete, and up-to-date;
- we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);
- we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and
- we are not responsible for the conduct of any content or information submitted or posted by any user of the Platform (whether online or offline).
- Our role in managing the Platform is purely mechanical and administrative in nature. To the fullest extent permitted by law, Our Entities are not liable to you or any other parties for:
- any indirect, incidental, special, exemplary, consequential or punitive damages arising from or in connection with the use of the Platform;
- and/or any loss of data, business, opportunities, reputation, profits, or revenues.
- Nothing in these Terms limits your legal rights as a consumer that may not be waived by contract.
- Other than the types of liabilities that we cannot limit by law, our liabilities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.
- You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:
- any breach of these Terms by you,
- any sale and purchase between the Customer and the Merchant,
- your use of our Platform and/or
- any misrepresentation made by you on our Platform.
- You also agree to fully co-operate with Us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.
- We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate in such defence. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it/them. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
- You agree to promptly notify Us of any third party claims and cooperate with Us in defending such Claims and pay all fees, costs, and expenses associated with defending such claims including, but not limited to legal fees. You agree not to settle any matter in which you have indemnity obligations towards us without our prior written consent.
- We reserve the right, without notice, in our sole discretion and at any time, to terminate, revoke, suspend your right and ability to access or use our Platform or any part of it as well as to control who can use the Platform and request that you stop accessing or permanently destroy certain content or information available through the Platform. We may also modify, suspend, or discontinue the Platform. We are not responsible for any loss or harm related to our termination of your access or use of our Platform.
- You may stop using the Platform at any time by deactivating your account, if you are a subscribing Merchant or registered Customer, or simply by ceasing to access or use our Platform.
- We reserve the right to suspend or terminate your access to our Platform if we reasonably believe:
- you are in serious or repeated breach of these Terms (including a prolonged failure to settle any payment);
- you are using the Platform in a manner that would cause a real risk of harm or loss to us, other Users, or the public;
- we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or
- our provision of the Platform to you is no longer possible or commercially viable.
- In any of the above cases, we will attempt to notify you at the email address included in your Account Information or on your next attempt to access your account, unless we are prohibited from notifying you by law.
- Upon termination of your access, these Terms will also terminate except for Clauses 7 to 15 inclusive.
- Where we consider necessary or appropriate, we will report any breach of these Terms to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
16. System Requirements
- In order to use the Platform, you are required to have a compatible mobile device, desktop or laptop, internet access, and the necessary minimum specifications (the “System Requirements”).
- The System Requirements are as follows: the app requires the device to be running Android 4.4 and/or iOS 9.0 or later.
- The software capabilities and System Requirements of our Platform may be upgraded from time to time to add support for new functions and services.
17. Entire agreement
- These Terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations, and understandings between any User and Us, whether written or oral, in relation to the use of or any transactions on the Platform.
- You acknowledge that you will have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these terms.
- If any provision(s) of these Terms is held to be unlawful, void, invalid, or unenforceable, then such provision(s) is deemed severable from these Terms and shall be construed, as nearly as possible, to reflect the intentions of the parties (as reflected in the provision(s)) and all other provisions shall remain in full force and effect.
- Any failure by Hi5 Place to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Hi5 Place in writing.
19. Changes of Terms
From time to time, we may amend these Terms by posting the updated terms on our Platform. If we make material changes, we will notify you of the changes before they become effective. By continuing to use our Platform and our services after the changes come into effect means that you agree to be bound by the revised Terms.
- We may transfer our rights and obligations under these terms to another organization. If you do not wish to continue with the transferee whatever contract you had with us, you must notify us within fourteen (14) business days so we can refund you any payments you have made in advance for products or services which you have purchased but have not already been provided (if any). Failure to notify us within the 14 day period may result in forfeiture of outstanding payment amounts.
- You may only transfer your rights or your obligations under these Terms to another person if we expressly agree to this in writing.
- If a court or relevant authority finds any of these Terms invalid or illegal, the rest will continue in force. Each of these terms operates separately. If any court or relevant authority decides that any of them are unenforceable, the remaining paragraphs will remain in full force and effect.
- No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.
- By using our Platform, you consent to receive communications from Us electronically. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breach of any of the terms herein, such delay or failure on our part does not signify that you do not have to comply with or make good any of the terms herein and it will not prevent us taking steps against you to enforce the terms at a later date.
21. Governing law and jurisdiction
- These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
- The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
- We value and welcome feedback on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions, or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you. For any questions or problems relating to our Platform, our products or services, or these terms, you can contact us ]by emailing us at email@example.com.
- You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.