This ChatDaddy Terms of Service (“Terms”) is made and entered into by and between TNT The Next Tech Limited, better known as ChatDaddy (“ChatDaddy”), incorporated and registered in Hong Kong with company number 2767255 whose business address is at 6/F,  75 Hung To Road., Kwun Tong and the entity or person agreeing to these terms ("Customer").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE CHATDADDY SERVICES. BY CLICKING “I ACCEPT”, OR BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD AND AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND, BY THE FOLLOWING TERMS AND CONDITIONS, including the then-current additional terms applicable to the Services, including the Privacy Policy and Data Processing and Security Agreement (“Additional Terms”). If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the Customer, to these Terms. If you do not have the legal authority to bind the Customer or you do not agree (or cannot comply with) any these Terms, please do not click to accept these Terms or use the Services. These Terms governs the Customer's access to and use of the Services and constitutes a legal and enforceable contract between the Customer and ChatDaddy.

1. Access and Use

1.1 Subject to payment of all applicable fees in accordance of Clause 7 of these Terms, the Customer’s compliance with the restrictions set out in this clause 1 and the other terms and conditions of these Terms, ChatDaddy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access and use (and permit Authorised Users to access and use) the Services during the Subscription Term solely for the Customer's internal business operations.

1.2 Except as otherwise expressly provided in these Terms, ChatDaddy has and will retain sole control over the operation, provision, maintenance, and management of the Services, Documentation and the information technology infrastructure used by ChatDaddy in performing the Services, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by ChatDaddy in connection with the Services or otherwise comprise or relate to the Services.

1.3 In respect of the Authorised Users, the Customer undertakes that

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number designated in the Order;

(b) it will not allow or suffer any Services to be used by any third party except the Authorised Users without ChatDaddy’s prior written consent;

(c) each Authorised User shall safeguard and keep confidential any and all account details and access credentials for his use of the Service;

(d) it shall permit ChatDaddy or ChatDaddy's designated personnel to audit the Services in order to establish the name and password of each Authorised User and ChatDaddy's data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;and

(e) if any of the audits reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to ChatDaddy's other rights, the Customer shall promptly disable such passwords and ChatDaddy shall not issue any new passwords to any such individual.

1.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and ChatDaddy reserves the right, without liability or prejudice to its other rights to the Customer, to disable, suspend or terminate the Customer's access to any Services and/or Documentation that breaches the provisions of this clause.

1.5 The Customer shall not, and shall not permit any other person to:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 1; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into ChatDaddy's network and information systems.

1.6 The Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify ChatDaddy.

1.7 ChatDaddy may, directly or indirectly, suspend, terminate, or otherwise deny the Customer's or any Authorised User's, access to or use of all or any part of the Services or Documentation, without incurring any resulting obligation or liability, if:

(a) ChatDaddy receives a judicial or other governmental demand or order, or law enforcement request that expressly or by reasonable implication requires ChatDaddy to do so; or

(b) ChatDaddy believes, in its sole discretion, that:

(i) the Customer or any Authorised User has failed to comply with any term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorised under these Terms or in any manner that does not comply with any instruction or requirement of the specificiations provided ChatDaddy from time to time;

(ii) the Customer or any Authorised User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or

(iii) these Terms expires or is terminated.

This Clause 1.7 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under these Terms.

1.8 The rights provided under this clause 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

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2. Service Levels and Modifications

2.1 ChatDaddy shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of these Terms.

2.2 Subject to the terms and conditions of these Terms, ChatDaddy shall use commercially reasonable endeavours to make the Services available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Subscription Term, excluding unavailability as a result of any of the exceptions described below in this clause 2.2. The Services will not be considered unavailable in connection with any impaired ability of Customer or its Authorised User(s) to access or use the Services that is due, in whole or in part, to any:

(a) act or omission by the Customer or any Authorised User/access to or use of the Services by the Customer or any Authorided User, that does not strictly comply with these Terms and the Documentation;

(b) the Customer's delay in performing, or failure to perform, any of its obligations under these Terms;

(c) Customer's or its Authorised User's internet connectivity;

(d) Force Majeure Event;

(e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by ChatDaddy pursuant to these Terms;

(f) Maintenance Downtime; or

(g) denial, suspension, or termination of the Services pursuant to clause 1.7 of these Terms.

2.3 ChatDaddy will, as part of the Services, provide the Customer with ChatDaddy's standard customer support services during Normal Business Hours in accordance with ChatDaddy's Support Services Policy in effect at the time that the Services are provided. ChatDaddy may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at ChatDaddy's then current rates.

2.4 ChatDaddy may discontinue or make any changes to the Services at any time. If ChatDaddy discontinues or makes any changes to the Services that would materially decrease the functionality of those Services, ChatDaddy will use commercially reasonable efforts to inform the Customer of the change with reasonable advance notice before such change goes into effect. ChatDaddy may make the change, and will not be obligated to provide notice, if the discontinuation or change is necessary to address an emergency or threat to the security or integrity of the Services, comply with or respond to litigation, address Intellectual Property Rights concerns, or comply with the law or government requests. ChatDaddy may provide periodic updates to the Services provided by ChatDaddy from time to time. ChatDaddy may also make new features or functionality available from time to time through the Services and add new services to the Services from time to time, the use of which may be contingent upon the Customer’s agreement to additional requirements.

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3. Customer data

3.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer hereby grant to Chatdaddy a non-exclusive, sublicensable license to access, copy, and use the Customer Data to provide the Services, and otherwise use in accordance with these Terms.

3.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against ChatDaddy shall be for ChatDaddy to use reasonable commercial endeavours but at the Customer’s expense to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by ChatDaddy. ChatDaddy shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

3.3 The parties acknowledge that:

(a) if ChatDaddy processes any personal data on the Customer's behalf when performing its obligations under these Terms, the Customer is the controller and ChatDaddy is the processor for the purposes of the Data Protection Legislations;

(b) the personal data may be transferred or stored outside HK or the country where the Customer and the Authorised Users are located in order to carry out the Services and ChatDaddy's other obligations under these Terms;

(c) ChatDaddy may block, remove or disclose the Customer Data to third parties with or without notice to the Customer to (i) comply with applicable laws or protect ChatDaddy’s rights; or (ii) to comply with court orders, a lawful government or law enforcement request, or other legal process.

3.4 Without prejudice to the generality of clause 3.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to ChatDaddy for the duration and purposes of these Terms so that ChatDaddy may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf.

3.5 The Customer shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

3.6 The Customer consents to ChatDaddy appointing third-party processor of personal data under these Terms.

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4. Direct Marketing

4.1 Without prejudice to the generality of the foregoing, the Customer acknowledges that the provision of the Services by ChatDaddy is conditional upon and subject to the Customer having complied with all requirements relating to direct marketing under all applicable laws, including but not limited to the Data Protection Legislations, and the Unsolicited Electronic Messages Ordinance (Cap.593). Notwithstanding the foregoing, the provision of the Services by ChatDaddy shall not constitute or deemed to be ChatDaddy’s confirmation or certification of the Customer’s compliance with such applicable laws.

4.2 The Customer undertakes, represents and warrants that it shall comply with the notification requirements under the Data Protection Legislations and shall obtain or undertake to obtain all necessary consent or indication of no objection from its data subjects before using personal data of the data subjects for direct marketing. The Customer acknowledges that ChatDaddy will take no further steps or conduct due diligence to verify whether the Customer has obtained such consent or indication of no objection from its data subjects.

4.3 The Customer undertakes, represents and warrants that it will not knowingly or unknowingly use personal data of its data subjects for direct marketing without the prior consent or indication of no objection from its data subjects; and will cease to provide such direct marketing to its data subjects upon the Customer becoming aware of the revocation or the absence of the requisite consent or indication of no objection from its data subject.

4.4 Neither ChatDaddy nor any affiliate, director, employee or agent of the Suppler shall be responsible for or have any liability with respect to any loss suffered by the Customer and its data subjects due to any breach or violation of the applicable laws relating to direct marketing in connection with or arising out of the usage of the Services provided by ChatDaddy.

4.5 The Customer shall indemnify and hold ChatDaddy, its affiliates, directors, employees or agents harmless against and from any and all losses, costs, liabilities, claims, damages and expenses of every kind and character as incurred, resulting from or arising out of (i) any breach, inaccuracy or nonfulfillment or breach of any representation, warranty or undertaking made by the Customer in this Clause 4, or (ii) any breach, violation or failure to comply with the requirements stipulated under the applicable laws relating to direct marketing.

4.6 For the purpose of this Clause 4, “direct marketing” means (a) the offering, or advertising of the availability, of goods, facilities or services; or (b) the solicitation of donations or contributions for charitable, cultural, philanthropic, recreational, political or other purposes.

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5. Supplier's obligations

5.1 ChatDaddy undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ChatDaddy's instructions, or modification or alteration of the Services by any party other than ChatDaddy or ChatDaddy's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

5.3 ChatDaddy:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free;

(i) the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(ii) the Services will be free from Vulnerabilities; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4 These Terms shall not prevent ChatDaddy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

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6. Customer's obligations

6.1  ****The Customer shall:

(a) provide ChatDaddy with:

(i) all necessary co-operation and assistance as ChatDaddy may request; and

(ii) access to the Customer’s premises, information technology systems or any other information, including but not limited Customer Data;

in order to provide the Services and configuration services;

(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

(c) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delay or failure in the Customer's provision of such assistance as agreed by the parties, ChatDaddy may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms. If the Customer becomes aware of any actual or potential breach of these Terms by any Authorised User, the Customer shall and shall cause its Authorised Users to immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop the actual or potential breach and to mitigate its effect (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Documentation and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify ChatDaddy of any such actual or potential breach. For the avoidance of doubt, any breach of these Terms or any use of the Services by anyone to whom the Customer disclose the Customer’s account details or access credentials will be treated as if the breach of use had been carried out by the Customer and shall not relieve the Customer’s obligations to us;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for ChatDaddy, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by ChatDaddy from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to ChatDaddy's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

6.2 ChatDaddy is not responsible or liable for any delay or failure of performance caused in whole or in part by the Customer’s delay in performing, or failure to perform, any of its obligations under these Terms.

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7. Fees and payment

7.1 In order to access and use the Services, the Customer shall pay the Subscription Fees in respect of the Services to ChatDaddy in accordance with this Clause 7.

7.2 The Customer shall, at the time the Customer register or create an account or otherwise sign up for the use of the Services, provide to ChatDaddy valid, up-to-date and complete credit card details or approved purchase order information acceptable to ChatDaddy and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) its credit card details to ChatDaddy, the Customer hereby authorises ChatDaddy to save the Customer’s credit card details and bill such credit card:

(i) on the Commencement Date, for the Subscription Fees payable in respect of such Initial Subscription Term;

(iii) subject to clause 12.3, on each anniversary of the Commencement Date, for the Subscription Fees payable in respect of the next Renewal Period; and

(iv) on any other day(s) for such fees due and payable by the Customer in respect of the Services consumed by the Customer;

(c) its approved purchase order information to ChatDaddy, ChatDaddy shall invoice the Customer:

(i) on the Commencement Date, for the Subscription Fees payable in respect of the Initial Subscription Term;

(ii) subject to clause 12.3, on each anniversary of the Commencement Date, for the Subscription Fees payable in respect of the next Renewal Period, and

(iii) on any other day(s) for such fees due and payable by the Customer in respect of the Services consumed by the Customer;

and the Customer shall pay each invoice within 30 days after the date of such invoice.

7.3 ChatDaddy shall not be responsible for any online handling fees or processing fees incurred by the Customer in connection with the Customer’s payment of any fees, including Subscription Fees, by way of credit card pursuant to Clause 7.2(a).

7.4 If ChatDaddy has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of ChatDaddy:

(a) ChatDaddy may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and ChatDaddy shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of ChatDaddy's bankers in HK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.5 All amounts and fees stated or referred to in these Terms:

(a) shall be payable in Hong Kong Dollars; and

(b) are non-cancellable and non-refundable.

7.6 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, ChatDaddy shall charge the Customer, and the Customer shall pay, ChatDaddy's then current excess data storage fees.

7.7 ChatDaddy shall have the sole and absolute discretion to increase the Subscription Fees or the support fees payable pursuant to clause 2.3 at any time during the Free Trial period or Subscription Term (including during the Initial Subscription Term or any subsequent Renewal Period) by providing prior notice to the Customer. If the Customer refuses an increase of the Subscription Fees or support fees, the Customer shall have the right to terminate these Terms by giving notice to ChatDaddy via registered mail within 7 calendar days following the date of such change. If the Customer exercises such right, the Services will continue to be provided to the Customer until the expiry of the then current Subscription Term. Otherwise, the Customer shall be deemed to have accepted the increase in Subscription Fees or support fees and such increase shall take effect at the start of the Initial Subscription Term or the next Renewal Period (as the case may be) following the date of such change.

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8. Proprietary rights

8.1 The Customer acknowledges and agrees that ChatDaddy owns all Intellectual Property Rights in the Services and the Documentation.  With respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2 ChatDaddy confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

8.3 The Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to ChatDaddy to enforce these Terms and exercise ChatDaddy’s rights and perform its obligations hereunder.

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9. Disclaimer for Warranties

9.1 ALL SERVICES AND INFORMATION, DATA, DOCUMENTS, MATERIALS, WORKS, AND OTHER CONTENT, DEVICES, METHODS, PROCESSES, HARDWARE, SOFTWARE, AND OTHER TECHNOLOGIES AND INVENTIONS, INCLUDING ANY DELIVERABLES, TECHNICAL OR FUNCTIONAL DESCRIPTIONS, REQUIREMENTS, PLANS, OR REPORTS, THAT ARE PROVIDED OR USED BY CHATDADDY IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

9.2 CHATDADDY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CHATDADDY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

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10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.

10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute ChatDaddy's Confidential Information.

10.6 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.7 The above provisions of this Clause 10 shall survive termination of these Terms, however arising.

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11. Indemnity; Limitation of Liability

11.1 The Customer shall defend, indemnify and hold ChatDaddy, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

(a) the Customer's use of the Services and/or Documentation;

(b) the Customer’s negligence, willful misconduct or breach of its obligations under these Terms;

(c) any breach or non fulfilment of any representation or warranty given by the Customer under these Terms;

(d)  an alleged infringement, misappropriation or violation of third party Intellectual Property Rights arising from the Customer Data provided to ChatDaddy;

(e) any violation by the Customer of its Authorised Users, of any terms, conditions, agreements or policies of any third party service provider; and/or

(f) any breach, violation or failure to comply on the part of the Customer with the applicable Data Protection Legislation in the performance of its obligations under these Terms or its use of the Services and/or Documentation.

11.2 The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. ChatDaddy, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ChatDaddy by the Customer in connection with the Services, or any actions taken by ChatDaddy at the Customer's direction.

11.3 In no event shall ChatDaddy, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents be liable to the Customer to the extent that the alleged infringement of third party Iintellectual Property Right is based on:

(a) a modification of the Services or Documentation by anyone other than ChatDaddy; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by ChatDaddy; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from ChatDaddy or any appropriate authority.

11.4 In no event will ChatDaddy, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents be liable under or in connection with these Terms, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (a) loss of profits, business, revenue or diminution in value; (b) impairment, inability to use or loss, interruption or delay of the Services; (c) loss, damage, corruption or recovery of data or information, (d) loss of goodwill or reputation; (e) pure economic loss or (f) any special, indirect, incidental, exemplary, enhanced, punitive or consequential loss, costs, damages, charges or expenses however arising under these Terms. Nothing in these Terms excludes the liability of ChatDaddy for death or personal injury caused by ChatDaddy's negligence, fraud or fraudulent misrepresentation.

11.5 ChatDaddy's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid by the Customer for Services during the 12 months immediately preceding the date on which the claim first arose.

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12. Term and termination

12.1 These Terms shall, unless otherwise terminated as provided in this Clause 12, commence when the Customer accepts these Terms or first download, install, access or use the Services (whichever earlier) and shall remain in force during the applicable Subscription Term of the Services.

12.2 The initial subscription term of the Services shall commence on the Commencement Date, that is:

(a) if the Customer has not registered for Trial Services,

(i)  the date on which the Customer has completed and submitted its Order for the Services on ChatDaddy’s product website; or

(ii) such other date as determined by ChatDaddy in its sole discretion in the event that the Customer has made an Order for the Services through means other than that described in Clause 12.2(a)(i); or

(b) if the Customer has registered for Trial Services, the date on which the Free Trial Period expires pursuant to Clause 13.2.,

and shall continue for a period of 12 months (the Initial Subscription Term).

12.3 Following the expiry of the Initial Subscription Term, the Subscription Term shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) The Customer fire a cancellation request on platform before the end of the Initial Subscription Term or any Renewal Period

(b) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription Term and these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(c) otherwise terminated in accordance with Clause 12.4 or other provisions of these Terms;

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and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.4 These Terms shall terminate automatically upon the expiry or termination of the Subscription Term. Without prejudice to the generality of the foregoing and without affecting any other right or remedy available to it, ChatDaddy may terminate the Subscription Term and as a result, these Terms, with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due or owed to ChatDaddy under these Terms within 10 days after the applicable due date for such payment;

(b) the Customer or any of its Authorised Users breaches any of these Terms, including but not limited to the restrictions set out in Clause 1 or the Customer’s obligations set out in Clause 6 of these Terms;

(c) ChatDaddy reasonably believes that the Customer has violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with the Customer’s use of the Services;

(d) the Customer enters into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with the Customer’s creditors or are unable to pay the Customer’s debts as they fall due;

(e) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(f) ChatDaddy, at its sole discretion, terminates its provision of or access to the Services (1) in the jurisdiction or industry sector or field of business in which the Customer operates or engages business; or (2) for all of its users or customers.

12.5 On termination of the Subscription Term or these Terms for any reason:

(a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to ChatDaddy;

(c) upon ChatDaddy’s request, the Customer shall use all reasonable efforts to return or destroy all Confidential Information belonging to ChatDaddy;

(d) the Customer will delete any software and remove from the Services any application and Customer Data;

(e) ChatDaddy may destroy or otherwise dispose of any of the Customer Data; and

(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.6 The Customer shall not be entitled to and ChatDaddy shall not provide any refunds or credits for any partial subscription periods if the Customer’s subscription is terminated halfway through the Initial Subscription Period or any subsequent Renewal Period.

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13. Trial Services

13.1 Where the Customer submits an Order for Trial Services through ChatDaddy’s product website, or otherwise executes an Order for the same, ChatDaddy will make such Trial Services available to the Customer on a limited trial basis free of charge until the earlier of (a) the end of the applicable Free Trial Period; (b) the Commencement Date of any Services ordered by the Customer in substitution of such Trial Services; (c) the termination of the Services by the Customer pursuant to Clause 13.5 of this Agreement.

13.2 The Free Trial Period shall commence at the moment when the Customer has completed and submitted its Order for the Trial Services together with its payment details at ChatDaddy’s product website Chatdaddy.paperform.co, and continue for a period of (i) up to sixty (60) calendar days or (ii) such other period as may be stipulated by ChatDaddy prior to the provision of the Trial Services to the Customer. The  Free Trial Period may be suspended or extended at any time for any such period as determined by ChatDaddy in its absolute discretion. For the avoidance of doubt, please refer to the following table which sets out the examples illustrating the manner in which the Free Trial Period shall be calculated and its corresponding commencement and expiry date ad time.

13.3 In order to facilitate the installation, set-up and configuration of the Trial Services, the Customer shall provide ChatDaddy with (i) all necessary co-operation and assistance as ChatDaddy may request and (ii) access to the Customer’s premises, information technology systems or any other information, including but not limited to Customer Data. The Free Trial Period shall carry on and continue to run notwithstanding any delay or failure on the part of ChatDaddy to provide or perform the Trial Services which is, either wholly or partly, caused by the Customer’s own omission, non-performance or failure to observe the foregoing obligations stipulated under this Clause 13.3.

13.4 ChatDaddy shall grant the Customer, during the Trial Services, a non-exclusive, non-transferable right to access and use the Trial Services for the Customer’s internal evaluation purposes and not for any business or productive purposes. Any data the Customer enters into the Trial Services and any configurations made to the Trial Services by or for the Customer during the Free Trial Period will be permanently lost unless the Customer: (a) has purchased a subscription to the same Services as covered by the Trial Services; or (b) exports such data or configurations before the end of the Free Trial Period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Services, and Customer should review the features and functions of the Services before making a purchase. ChatDaddy will be under no obligation to provide the Customer any maintenance or support services with respect to the Trial Services. ChatDaddy may, in its sole discretion, discontinue Trial Services at any time.

13.5 Notwithstanding anything to the contrary, ChatDaddy provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the maximum extent permitted by law, ChatDaddy disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or ChatDaddy’s breach of these Terms with respect to such Trial Services is termination of the Trial Services.

13.6 ChatDaddy will require the Customer to provide its payment details to access and start the Trial Services. By providing such details the Customer agrees that ChatDaddy may automatically begin charging the Customer the Subscription Fees for the Services that the Customer has subscribed to immediately following the expiry of the Free Trial Period on a recurring annual basis or another interval that ChatDaddy discloses to the Customer in advance. If the Customer does not cancel the Services before the end of the Free Trial Period, the Customer loses its right of withdrawal and authorizes ChatDaddy to automatically charge the Customer for the Subscription Fees.  If the Customer does not want this charge, the Customer must cancel the Services before the end of the Free Trial Period by informing and contacting ChatDaddy. The Services shall not be deemed to have been cancelled unless and until ChatDaddy confirms to the Customer such cancellation in writing. The Customer acknowledges that (i) there will be no cooling-off period once the Initial Subscription Term commences following the expiry of the Free Trial Period, and (ii) there will be no full or partial refund(s) for the Subscription Fees once charged.

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14. Force majeure

14.1 ChatDaddy shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by any Force Majeure Event (as defined in clause 13.2 below), provided that the Customer is notified of such an event and its expected duration. If a Force Majeure Event prevents the performance of these Terms for more than 30 calendar days, either party may terminate these Terms, without assuming any liability, by giving 14 days’ written notice to the other party.

14.2  For the purpose of these Terms including Clause 14 and Clause 2.2, a “Force Majeure Event” means any acts, events, omissions or accidents beyond ChatDaddy’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ChatDaddy or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, promulgation or change of any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of ChatDaddy’s third-party service provides or sub-contractors.

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15. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.

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16. Variation

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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17. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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18. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

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19. Severance

19.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

19.2 If any provision or part-provision of these Terms is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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20. Entire agreement

20.1 These Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into these Terms it does not rely on, and shall 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.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

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21. Assignment

21.1 The Customer shall not, without the prior written consent of ChatDaddy, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

21.2 ChatDaddy may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

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22. No partnership or agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

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23. Third party rights

These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

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24. Notices; Consent to Electronic Communications

By using the Services, the Customer consents to receiving certain electronic communications from us as further described in ChatDaddy’s Privacy Policy. The Customer also agrees that any notices, agreements, disclosures or other communications that ChatDaddy send to the Customer electronically, whether by e-mail through the Services platform, or otherwise, will satisfy any legal communication requirements, including that those communications be in writing.

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25. Governing law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Hong Kong.

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26. Modification; Amendments

ChatDaddy may modify or amend any of these Terms, including the Additional Terms, from time to time by posting updated versions to ChatDaddy’s website. Updated versions will be effective no earlier than the date of posting. ChatDaddy shall not be obligated to notify the Customer of the changes and the Customer acknowledges that it shall be solely responsible for periodically checking the terms of these Terms and the Additional Terms for any modifications and amendments. The Customer’s continued use of the Services shall constitute the Customer’s conclusive acceptance of the modified Terms in full**.**

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27. Jurisdiction

Any dispute, controversy, difference or claim arising out of or relating to this contract, 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 arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be governed by, and construed in accordance with the law of Hong Kong. The seat of arbitration shall be Hong Kong and the language shall be in English. All proceedings will be confidential and there will be one arbitrator only.

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28. Interpretation

28.1 The definitions and rules of interpretation in this clause apply in these Terms.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer and agreed by ChatDaddy to use the Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in Hong Kong when banks in Hong Kong are open for business.

Commencement Date: the date on which the Initial Subscription Term commences.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 9.5 or Clause 9.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislations.

Customer Data: any data, information, media or other content submitted, uploaded, transmitted, displayed or otherwise inputted by the Customer, Authorised Users, or ChatDaddy on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Data Protection Legislations: the Personal Data (Privacy) Ordinance (Cap.486) and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Documentation:  any manuals, instructions, or other documents or materials that ChatDaddy provides or makes available to Customer from time to time in any form or medium and which sets out the functionality, components, features, or requirements of the Services and the user instructions for the Services, but excluding any sales or marketing materials.

Initial Subscription Term: the period described in Clause 12.2

Intellectual Property Rights: means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Normal Business Hours: 9.00 am to 6.00 pm local HK time, each Business Day.

Order: means the online order form or other ordering document completed by the Customer and submitted to ChatDaddy (directly or indirectly) to order for access or use of the Services.

Renewal Period: the period described in Clause 12.3

Maintenance Downtime: The time during which planned maintenance is carried out, including unscheduled maintenance performed outside Normal Business Hours, provided that ChatDaddy has used reasonable endeavours to give the Customer at least 3 Normal Business Hours' notice in advance.

Services: the software as a service (SaaS) products made available by ChatDaddy from time to time, including the ChatDaddy Full Suite Service, ChatDaddy Notification Service, ChatDaddy Team Inbox Service and ChatDaddy Marketing Service. “Services”, for the purpose of these Terms, exclude Trial Services. The Services are further described at ChatDaddy’s product website Chatdaddy.paperform.co.

Subscription Fees: the subscription fees payable by the Customer to ChatDaddy for the Services, the amount of which is (i) specified in the ordering document or online order that is entered into between ChatDaddy and the Customer; or (ii) in the event that ChatDaddy decides to increase or reduce the amount specified in the said order, such amount communicated by ChatDaddy to the Customer prior to the subscription by the Customer.

Subscription Term: the period during which the Services will be made available for use and access by ChatDaddy to the Customer, including the Initial Subscription Term and any subsequent Renewal Periods.

Support Services Policy: ChatDaddy's policy for providing support in relation to the Services as may be notified to the Customer from time to time.

Third Party Materials. materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Supplier.

Trial Period: the period described in Clause 13.2.

Trial Services: any product, service or functionality of ChatDaddy that may be made available by ChatDaddy to the Customer to try at the Customer’s option at no additional charge.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

28.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

28.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

28.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

28.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

28.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

28.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

28.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

28.9 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

If you have any questions concerning the Services or these Terms, please contact us  at info@chatdaddy.tech.

Last updated: December 23, 2020

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