Terms

Posted on 07/11/2018

TERMS
AND CONDITIONS

1.1
These terms of use govern your use and access to
our services, not limited to our website(s) (the "Website"),
our application(s) (our "Service") (collectively our “Platform”),
our application programming interfaces (APIs), our notifications and any
information or content appearing therein

1.2
Please read these terms carefully before you
submit any order on our Platform. These terms tell you who we are, the
conditions on which you may be a Provider (“Acting Member”) or a Buyer
(“Posting Member”) on our Platform, what to do if there is a problem,
and other important information. If you think that there is a mistake in these
terms or require any changes, please contact us to discuss.

1.3
By accessing our Platform, you agree to these
terms. If you are using our Platform as a
representative of an entity, you are agreeing to these terms on behalf of that
entity.

2
Information about us and how to contact us

2.1
We are Nowsnapp Limited, a company
registered in Hong Kong, trading as Nowsnapp. Our company
registration number is 6785339 and our registered office is Unit 1, 9/F,
Sing Ho Finance Building, 168 Gloucester Road, Wan Chai, Hong Kong.

2.2
For any questions or problems relating to our
Platform, our Products or these terms, you can contact us by telephoning our
customer service team at +852 5997 8511 or email us
at support@nowsnapp.com or write to us at Unit 1, 9/F, Sing Ho
Finance Building, 168 Gloucester Road, Wan Chai, Hong Kong.

2.3
As part of providing the Platform, we may need
to provide you with certain communications, such as service announcements and
administrative messages. If you wish to opt out from receiving such
communications, which may affect your use of our Platform, please contact our
customer service team at support@nowsnapp.com.

2.4
If we have to contact you, we will do so by
telephone or by writing to you at the telephone number and at the email
address or postal address you provided to us when you registered on the
Platform.

3
Definitions

3.1
In these terms and conditions, the following
definitions and rules of interpretation apply unless otherwise defined or the
context requires otherwise:

(a)
“Microservice” means a service that is to
be or had been procured or performed by Acting Member(s) based on the terms of
the Deal.

(b)
“User” means any user of the Platform with
a registered account or as a guest.

(c)
“Posting Member” means a User publishing
an Order on the Platform for Microservice, which is represented visually as a
Banknote on the Platform.

(d)
“Acting Member” means a User marking
himself available to provide Microservices in response to Posting Members’
Orders in real-time on the Platform.

(e)
“Order” or “Offer” means the
request for a microservice by the Posting Member, which is represented visually
as a Banknote on the Platform.

(f)
“Deal” means an Order which has been
agreed upon and entered into for execution between the participating Posting
Member and Acting Member as a legally binding contract.

4
Your representations

4.1
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 enter into legally binding contractual agreements.

4.2
If you are using the Platform on behalf of an
entity, by using the Platform you represent that you have the necessary rights
and authority to agree to these terms (including our Privacy Policy, and other
documents referred to herein) on behalf of that entity.

4.3
You warrant
that as a User, you are above 18 years old, and as an Acting
Member are legally eligible to
enter into employment in Hong Kong and shall be responsible for having a valid
insurance for the kind and nature of Microservice you intend to or will provide
to Posting Members over the Platform.

5
Deals for sale

5.1
We are a marketplace that allows Users to offer and
buy Microservices. The actual contract for sale of Microservices via our
Platform is directly between the Acting Member and the Posting Member. We
are not liable to any person in relation to an offer for performance, the performance,
or purchase of any Microservice listed on our Platform. We are not responsible
for the enforcement of any contractual obligations between any Posting Member
and any Acting Member.

5.2
We have no control over and we do not guarantee
the existence, quality, safety or legality of the Microservice offered or
advertised on our Platform, the accuracy, completeness or truth of any content
or listings posted by Users, the credit worthiness of any User, the ability of Acting
Members to sell or Posting Members to buy, whether a particular Acting Member is
suitable for a particular Microservice or that a particular Posting Member and Acting
Member will complete a particular transaction.

5.3
We are not involved in any transaction between a
Posting Member and an Acting Member on our Platform save that we facilitate a
marketplace for Posting Members and Acting Members and process payments on
behalf of Acting Members. As such, our role is
merely administrative and mechanical in nature.

5.4
We are not an agent of any Posting Member or Acting
Member.

5.5
We may at our sole discretion check, audit and/or
monitor the information contained in listings, comments and/or reviews posted
by users.

5.6
A Posting Member may place orders for Microservices
on the Platform as instructed on our Platform. An Acting Member’s acceptance of
a Posting Member’s Order will take place when the Acting Member accepts a Posting
Member’s bid, at which point a Deal to provide a Microservice within the scope
of the Order will come into existence between the Acting Member and the Posting
Member.

5.7
If you do not respond
to telephonic correspondence or doorbell within 10 minutes of the Acting Member physically
reaching your address, we reserve the right to instruct the Acting Member to leave
the premises, and you will be charged for the Deal.

5.8
Our Platform is solely for the performance and purchase
of Microservices in Hong Kong but the App is
accessible and can be downloaded from anywhere in the world.

6
Terms and conditions for purchase

6.1
When purchasing a Microservice, you agree to
comply with our applicable rules and policies from time to time in force. You
are responsible for reading the full listing before committing to bid for, perform
or procure any Microservice.

6.2
Any order placed or bid submitted in respect of
a Microservice is deemed irrevocable and unconditional. In placing a bid you
agree to the Posting Member’s terms as set out in the Posting Member’s order.

7
Posting Member’s rights
to make changes

In the event that the Acting Member has accepted the Posting
Member’s bid and there is a Deal between the Acting Member and Posting Member, a
Posting Member shall contact the Acting Member if he wishes to make a change to
the Order. The Acting Member has full discretion whether or not to accept the
changes. The Acting Member will let the Posting Member know about any changes
to the price of the Microservice, the timing of supply or anything else which would
be necessary to perform the Microservice as a result of the requested change
(the "Changes") and ask the Posting Member to confirm whether
he wishes to go ahead with the change. Once the Posting Member has confirmed
the new price and the Changes, a legally binding contract with the Changes to
the Order is formed between the Acting Member and the Posting Member. If the Acting
Member cannot make the change or the consequences of making the change are
unacceptable to the Posting Member, the Posting Member may request to end the
contract as provided in Clause 9 – A Posting Member’s rights
to end the Deal.

8
Acting Member’s rights to make changes

8.1
Acting Members may make minor changes to the Microservices
they perform from time to time as long as the Acting Members achieve the
predominant purpose of the Order in order to:

(a)
be compliance with relevant laws and regulatory
requirements; and/or

(b)
implement minor technical adjustments and
improvements, for example to address a security threat when providing Microservice.

8.2
If an Acting Member makes significant changes to
their Deal or to the Acting Member’s Terms for the Microservice, the Acting
Member will notify the Posting Member prior to the changes take effect. If the Posting
Member does not accept the changes, the Posting Member may contact the Acting
Member to end the contract at which point a dispute must be lodged with
Nowsnapp for any refunds due for services performed.

9
Rights to end the Deal

9.1
If a Posting Member becomes aware of any defect
in all or part of the Microservices performed:

(a)
the Posting Member must give notice in writing
to the Acting Member via the chat services on the Platform;

(b)
where the Microservices reported are found to be
defective or incomplete the Acting Member will, at its option, re-perform the
services. The Posting Member reserves the right to lodge a dispute claim to
arrive at an amicable settlement for any refund of the price of such defective microservices
in full.

9.2
If a Posting Member is ending a Deal for any of
the reasons set out below the Deal will end immediately, the Acting Member will
refund the Posting Member in full for any Microservices which has not been
provided and the Posting Member may also be entitled to compensation:

(a)
the Acting Member has told the Posting Member about
an upcoming change to the Microservice or the Acting Member’s Terms for the Microservice,
which the Posting Member does not agree to;

(b)
the Posting Member has told the Acting Member about
an error in the price or description of the Microservice ordered and the Acting
Member does not wish to proceed; or

(c)
there is a risk that supply of the Microservice
may be significantly delayed because of events outside the Acting Member’s control.

9.3
The Acting Member can at any time before
providing the Microservices lodge a dispute claim with our Customer Happiness team
to end the Deal. The Acting Member must give written notice to the Posting
Member via the chat services on the Platform.

9.4
To end the Deal with an Acting Member, the Posting
Member shall lodge a dispute claim with our Customer Happiness team.

10
Price, Fees and Payment

10.1
Posting Members determine the price of the
Microservice when placing an order. Acting Members then bid for the Deal by
counter-offering or agreeing to the price determined by the Posting Member. The
price of the Microservice will be the price at which the Posting Member agrees
to the chosen Acting Member’s offer.

10.2
Prices within the application are based in Hong
Kong Dollars (“HKD”) unless otherwise specified.

10.3
Prices are purely determined by the interaction
between Acting Members and Posting Members. Nowsnapp is not involved in
suggesting, fixing or determining prices, and acts solely as a marketplace
platform.

10.4
A Posting Member must pay for the Microservice
by such time and in such manner as specified in the Acting Member’s Terms which
are specified by the Acting Member at the time of Bidding for an Order.

10.5
Nowsnapp charges a fee (“Convenience Fee”)
on each successful Microservice provided by an Acting Member to a Posting
Member:

(a)
The Convenience Fee is paid by the Posting
Member at a rate of 8% of the final price of the Microservice, with a minimum
fee of 30.00 HKD.

(b)
The Convenience Fee is not recognized by
Nowsnapp until the Microservice is effectively paid by the Acting Member, which
occurs within the Platform when both the Acting Member and Posting Member exchange
evaluations of the interaction.

(c)
The Convenience Fee is included within the Price
of the Deal. The Posting Member is notified by the Platform the final amount to
be received by the Acting Member.

10.6
Nowsnapp partners with financial intermediaries
including credit card providers not limited to Visa and Mastercard, WeChat Pay and
Paypal (the “Payment Providers”) for payment over the Platform. In
respect of any Deal, these Payment Providers may
levy certain transaction fees depending on the payment method determined by
both the Acting Member and the Posting Member:

(a)
These fees are outside of the Platform and are
charged by the Payment Providers for each transaction according to the terms
agreed between the Payment Providers and the User and may be charged directly
on the User’s credit card, Paypal or Wechat account and do not involve Nowsnapp
or the Platform. Accordingly, these fees are non-refundable from Nowsnapp.

(b)
Posting Members and Acting Members are
responsible for paying all such transaction fees depending on the payment
method for the Microservice they choose.

10.7
Payment is made
directly to the Payment Providers who subsequently pass the payment to the Acting Member. Receipt
of payment by the Acting Member will discharge the Posting
Member’s obligations to pay
for the Microservices.

11
Your use of the Platform

11.1
You agree:

(a)
That you will not use the Platform to:

i.
violate any applicable law, statute, ordinance
or regulation (including, but not limited to those governing import/export controlling,
consumer protections, criminal law, antidiscrimination, fair trade practices or
unfair competition);

ii.
take out a bounty or engage in hiring a hitman
or related services;

iii.
access or attempt to access the accounts of
other users or to penetrate or attempt to penetrate any security measures;

iv.
cause nuisance, annoyance or inconvenience;

v.
re-sell or attempt to benefit in a commercial
fashion from any data, content or information available on the Platform;

vi.
probe, scan, or test the vulnerability of any
system or network;

vii.
breach or otherwise circumvent any security or
authentication measures or service use limits;

viii.
access, tamper with, or use non-public areas or
parts of the Platform;

ix.
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;

x.
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;

xi.
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;

xii.
send unsolicited communications, promotions or
advertisements, or spam;

xiii.
forge any TCP/IP packet header or any part of
the header information in any email;

xiv.
send altered, deceptive, or false
source-identifying information, including "spoofing" or
"phishing";

xv.
conduct surveys, contests, or pyramid schemes,
or promote or advertise products or services without appropriate authorisation;

xvi.
abuse referrals or promotions;

xvii.
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;

xviii.
violate the spirit of our terms of use; and

xix.
violate the privacy or infringe the rights of
others.

(b)
to comply with tax and regulatory obligations in
relation to any payment received from a Deal;

(d)
to provide us with whatever proof of identity we
may reasonably request;

(e)
to treat Posting Members and Acting Members introduced
to you through Nowsnapp with respect and not to cause damage to their
properties or engage in any unlawful, threatening, harassing, abusive behaviour
or activity; and

(f)
to compensate and defend us fully against any
claims or legal proceedings brought against us by any other person as a result
of your breach of these Terms.

11.2
The App is currently made available to you free
of charge for your personal, non-commercial use. Nowsnapp reserves
the right to amend or withdraw the App or charge for the App or service
provided to you without notice in accordance with these Terms of Use at
any time and for any reason. We will not be
liable if, for any reason, the Platform is unavailable at any time or for any
period.

11.3
You acknowledge that the terms of agreement with
your respective mobile network provider (the “Mobile Provider”) will
continue to apply when using the App. As a result, you may be charged by the
Mobile Provider for access to network connection services for the duration of
the connection while accessing the App or for any such third party charges as
may arise. You accept responsibility for any such charges that arise.

11.4
If you are not the bill payer for the mobile
telephone or handheld device being used to access the App, you will be assumed
to have received permission from the bill payer

12
System Requirements

12.1
In order to use the App, you are required to
have a compatible mobile telephone or handheld device, Internet access, and the
necessary minimum specifications (the “Software Requirements”).

12.2
The Software Requirements are as
follows: the app requires the device to be running Android 8.0 or iOS 7 or
later.

12.3
The version of the App software may be upgraded
from time to time to add support for new functions and services.

13
Our responsibility for loss or damage
suffered by you

13.1
Subject to Clause 11.2:

(a)
all warranties, conditions, or terms relating to
fitness for purpose, quality, or condition of the Microservices, whether
express or implied by statute or common law or otherwise, are expressly
excluded;

(b)
we shall not be liable to you (whether in
contract, tort or otherwise) for any loss of profit or any indirect or
consequential loss arising from or in connection with the provision of the Microservices;
and

(c)
our total liability to you for all losses
arising from or in connection with the use of the Platform shall be limited to
the price of the relevant Microservices sold to you on our Platform.

13.2
Nothing in these terms will limit or exclude our
liability for:

(a)
death or personal injury caused by our
negligence, or the negligence of our employees, agents or subcontractors (where
applicable);

(b)
fraud or fraudulent misrepresentation; or

14
Dispute Process

14.1
Nowsnapp encourages you to try and resolve
disputes (including claims of refunds) with other Users directly.

14.2
After rendering of any Microservice, the Posting
Member and / or the Acting Member can at any time, declare a dispute:

(a)
In the event of a dispute claim by the Posting Member,
both the Posting Member and Acting Member must engage each other to resolve the
dispute.

(b)
Either the Posting Member or the Acting Member may
contact the Nowsnapp Customer Happiness team regarding resolution of any
dispute.

(c)
The Customer Happiness team will undertake the
role of facilitator, making reasonable efforts (within the limits of these
Terms) to facilitate an amicable settlement between the Posting Member and Acting
Member, however will never be a party to such a resolution as Nowsnapp operates
solely as a marketplace platform, and Nowsnapp is not liable for the content or
quality of any Microservices provided and the Parties agree that Nowsnapp
assumes no liability for the outcome of any dispute.

(d)
At any moment Nowsnapp will investigate received
dispute claims, and reserves the right at any time to suspend or terminate the
account of a User, and to pursue further legal action if deemed appropriate.

15
Your Content
on the Platform

15.1
When providing content on or to our Platform,
you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free,
sub-licensable right to use, reproduce, process, adapt, modify, publish,
display and distribute such content for the purposes of providing the Microservices
to you and the promotion of our Platform.

15.2
For all content that you provide, you warrant
that:

(a)
the content is accurate, up to date and not
misleading;

(b)
you own or otherwise control all necessary
rights to meet your obligations under these terms regarding such content; and

15.3
While we try to offer reliable information, we
do not promise that any content or information provided on our Platform will be
accurate, complete, up to date or always available. If and where we offer
catalogs of listings, such catalogs may include product images, descriptions
and specifications provided by users or other third parties.

15.4
If you are buying Microservices, you agree that
we are not responsible for examining or warranting any listings provided by any
Users. If you are providing Microservices, it is your responsibility to review
the content of your bids for accuracy.

15.5
We do not take any responsibility, nor do we
assume any liability, for any content provided by you or any third party. You
agree not to hold us liable for any inaccurate or misleading content.

16
Use of your personal information

16.1
The personal information you provide to us will
be used:

(a)
to supply the Microservices to Posting Members;

(b)
to process payment for the Microservices; and

(c)
if you agreed to this during the order process,
to give you information about similar microservices that are available on our
Platform, but you may stop receiving this at any time by contacting us.

16.2
We will only give your personal information to
third parties where the law either requires or allows us to do so and all such
transfers will be subject to our Privacy Policy.

16.3
Certain functionalities of the Service may need
to access your mobile telephone and information stored on it so that it works
properly and by using the Service you consent to such access.

16.4
By providing your Personal Information, you
consent to us contacting you about your interest and experience in using the Platform
by email, phone, or through any other contact information you may choose to
provide.

17
Availability of our services

17.1
We are constantly changing and improving our
Platform and the Microservices which are provided by Users of the Platform. We
may from time to time change or discontinue any of the products or services we
offer, or add or remove functionalities or features, and we may suspend or stop
certain products, services, functionalities or features altogether. If we
discontinue certain products, services, functionalities or features, we will
give you advance notice where reasonably possible but in no instance shall we
be liable for such discontinuation.

17.2
We may release products, services,
functionalities or features that we are still testing and evaluating. We will
label such services as “beta”, “preview”, “early access” or “trial” or any
words or phrases with similar meanings. You understand that these beta services
may not be as reliable as other products or services we offer.

17.3
We reserve the right to limit your use of our
Platform and the services we provide, including the right to restrict, suspend
or terminate your account if we believe you are in breach of these terms or are
misusing our Platform or any services we provide.

17.4
We try our best to ensure that our Platform is
always available, but we do not guarantee 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. We
assume no liability whatsoever for service interruptions or inability to access
our Platform.

17.5
You are responsible for configuring your mobile
telephone and/or computer programmes and platform or system in order to access
our Platform. We do not guarantee that our Platform will be free from bugs or
viruses.

18
Your account and password

18.1
You may create your account for accessing the
Platform. When you create your Account you need to provide certain information
(“Account Information”), including but not limited to, username,
password, full name, email address and phone number. You agree to provide
accurate and truthful information and to keep it accurate and updated at all
times. You should choose a strong and secure password. You must keep your
password secure and confidential.

18.2
You are responsible for your own account and for
ensuring the confidentiality and security of your Account Information. You may
not share your Account Information with unaffiliated third parties. If you ever
forget your Account Information, or believe or know that there has been any
(attempted) unauthorised use of your account and or Account Information, you
shall inform us immediately. If you permit others to use your account and/or
Account Information, you are solely responsible for the activities of such Users
that occur in connection with your account and/or Account Information.

18.3
User accounts are nontransferable and only one account
may be opened for each telephone number. If you are accessing or using the account
on behalf of another person or entity, you represent that you are authorised 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.

18.4
Usernames must not be offensive or offend common
decency or selected to deceive Users or convey the appearance of affiliation
with us.

18.5
We reserve the right to:-

(a)
amend any username without prior notice if it
reasonably believes the username to be in contravention of the Terms; or

(b)
freeze your account until the name is changed;
or

18.6
You agree not to share your account credentials
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 or
terminate your account.

18.7
We have the right to disable any password,
whether chosen by you or allocated by us, at any time, if in our reasonable
opinion you are in breach of these terms.

18.8
You are responsible for all actions or
activities that happens by, through or under your account, unless you report
misuse.

19
Your rights

19.1
You retain your rights to any information or
content you submit, post or display on or through the Platform (“Your
Content”). By submitting, posting or displaying such content, you grant us
a worldwide, non-exclusive, royalty-free licence (with the right to sublicense)
to use, process, copy, reproduce, adapt, modify, publish, transmit, display and
distribute such content in any and all media or through any distribution
channels (now known or later developed), subject to applicable provisions in our
Privacy Policy.

19.2
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.

19.3
You warrant that Your Content is not and will
not infringe 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.

20
Our Rights

20.1
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.

21
Intellectual Property Rights

21.1
Our name “Nowsnapp” and our marks and logos are
our trade marks (be it registered or unregistered) and may not be used without
our express prior written consent.

21.2
All trademarks, trade names, service marks,
logos, copyrights, database rights, and other intellectual property rights of
any nature in 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.

21.3
You can 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 the Material and
the copyright notices or use the Material in any manner which creates the
impression that such items belong to or are associated with you without written
express permission from us.

21.4
We hereby grant you a worldwide, limited,
non-exclusive, non-transferable, non-licensable, non-sub licensable,
royalty-free and revocable licence to use the App for your personal use in
accordance with these Terms.

21.5
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 in our sole discretion.

21.6
We reserve all rights, title and interest not
expressly granted under this license to the fullest extent possible under the applicable
law.

22
Reporting intellectual property rights infringement

22.1
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 on our Platform infringes any
copyright that you own or control, you may notify us at:

Telephone Number: +852 3971 9160

Email address: support@nowsnapp.com

22.2
Please note that if you knowingly misrepresent
that any activity or Content/ material on our Platform is infringing, you may
be liable to us for costs and damages to be ascertained.

23
Third Party Software

23.1
We integrate with third-party software to
provide a full suite of functionalities to our users. We are not responsible
for any issues or loss 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
or user agreements of that software.

24
Link to third parties

24.1
The Service may contain links to websites
operated by third parties (“Third Party Websites”), which may or may not
also contain links to other websites. We reserve the right to monetise any of
these links through the use of third party affiliate programs. Notwithstanding
such affiliate programs, we do not have any influence or control over such
Third Party Websites and, unless otherwise stated, is not responsible for and
does not endorse any Third Party Website or their availability or contents.

25
Advertisers in the Platform

25.1
We accept no responsibility whatsoever for
adverts featured on the Platform. If you agree to purchase goods and/or
services from any third party that advertises on the Platform, you do so at
your own risk. The advertiser, not us, 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 the advertiser.

26
Indemnity

26.1
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: (i)
your breach of these terms; (i) your use of our Platform; and/or (iii) any
misrepresentation made by you.

26.2
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.

26.3
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.

26.4
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.

27
Miscellaneous

27.1
We may transfer our rights and obligations under these terms to another organisation. We will inform
you one (1) calendar months before the intended transfer. If you do not wish to
continue the contract with the transferee, you may contact us to end the
contract within fourteen (14) business days of us informing you of the proposed
transfer and we will refund you any payments you have made in advance for any
products not provided.

27.2
You may only transfer your rights or your
obligations under these terms to another person if we agree to this in writing.

27.3
If a court finds part of this contract illegal, the
rest will continue in force. Each of the paragraphs of these terms operates
separately. If any court or relevant authority decides that any of them are
unlawful, the remaining paragraphs will remain in full force and effect.

27.4
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.

27.5
may provide you with notices, including those
regarding changes to the Terms by notifications through our Service or through
the email you have provided us for registration. When you use the Service, 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.

27.6
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
do 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.

28
Limitation on liabilities

28.1
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:

(a)
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;

(b)
we give no assurance, representation or warranty
of any kind (whether express or implied) about the Platform, any products or
services we provide or insurance for Acting Members;

(c)
we do not guarantee that the information or
content you find on the Platform is always accurate, truthful, complete and
up-to-date;

(d)
we expressly disclaim all warranties and
representations not limited to warranties of merchantability, fitness for a
particular purpose, and non-infringement);

(e)
we are not responsible for any delay or
disruption in our Platform or any defect, viruses, bugs or errors; and

(f)
we are not responsible for the conduct of or any
content or information submitted or posted by any user of the Platform (whether
online or offline).

28.2
To the fullest extent permitted by law, Our
Entities are not liable to you or others for:

(a)
any indirect, incidental, special, exemplary,
consequential or punitive damages; or

(b)
any loss of data, business, opportunities,
reputation, profits or revenues,

relating to the use of our Platform or any products or services we
offer.

28.3
We do not exclude or limit our liability to you
where it would be illegal to do so. This includes any of our liability for
fraud or making fraudulent misrepresentation in operating the Platform or
providing the products or services we offer.

28.4
Nothing in these terms limit your legal rights
as a consumer that may not be waived by contract.

28.5
Other than the types of liabilities that we
cannot limit by law, our liabilities to you (on aggregate) are limited to the aggregate
price of Microservices you have paid for over our Platform over the last twelve
(12) months or for any other products or services we offer over the last twelve
(12) months.

29
Termination

29.1
These terms will continue to apply until
terminated by either you or us as follows.

29.2
You may stop using the Platform any time by
deactivating your account.

29.3
We reserve the right to suspend or terminate
your access to our Platform, if we reasonably believe:

(a)
you are in serious or repeated breach of these
terms (including a prolonged failure to settle any payment);

(b)
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;

(c)
we are requested to do so by government or
regulatory authorities or as required under applicable laws, regulations or
legal processes; or

(d)
our provision of the Platform to you is no
longer possible or commercially viable.

In any of the above cases, we will notify you by the email address
associated with your account or at the next time you attempt to access your
account, unless we are prohibited from notifying you by law.

29.4
Upon termination of your access, these terms
will also terminate except for Clauses 11 to 28.

29.5
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.

30
Entire agreement

30.1
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.

30.2
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.

31
Changes of terms

31.1
30.1 We may amend these terms from time to time
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 policy.

32
Feedback

32.1
We value and welcome feedback on our Platform.
You agree that we are free to use and we have the right to 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.

32.2
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.

32.3
Users are able to report any content on the
platform deemed offensive, or against these Terms of Use by using the Report
functionality located within the mobile application itself, or by emailing us
at support@nowsnapp.com.

33
Governing law and dispute resolution

33.1
These terms are governed by and shall be
construed in accordance with the laws of the Hong Kong Special Administrative
Region (“Hong Kong”). All dispute in relation to
the terms are subject to the exclusive jurisdiction of the Courts of the Hong
Kong Special Administrative Region.