Terms of Service

For Azoya WeChat E-commerce SaaS Solution. Last update: November 5th, 2018

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1. Account Terms

1.1 You have been registered under the laws of the jurisdiction in which your business license is registered or issued and has obtained a valid business license and all other necessary permits for business operation;

1.2 To access and use the Services, you shall provide Azoya with supporting documents (“Documentation”) and other relevant certificates. You shall warrant that any and all of the Documentation submitted to Azoya is true, accurate, valid and not misleading. In the event that any dispute is arisen from any third party against Azoya, or any penalty is imposed by any relevant government authority on Azoya in connection with issues relating to the truthfulness, accuracy or validity of any of the documents provided by you, and there is no fault on the part of Azoya, you shall be solely liable for any such dispute or penalty and shall indemnify and hold harmless Azoya and its affiliates, directors, employees, and agents from any and all losses and expenses in connection with such dispute or penalty.

1.3 You are responsible for keeping your WeChat mini-program’s password secure. Azoya cannot and will not be liable for any loss or damage from your failure to maintain the security of your mini-program Account and password.

1.4 You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

1.5 A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Azoya will result in an immediate termination of your services.

2. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may use the service of Azoya.

2.1 Technical support is only provided to paying Account holders and is only available via email.

2.2 The Terms of Service all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of Hong Kong SAR notwithstanding the conflict of law provisions and other mandatory legal provisions. All disputes with respect to this Agreement, its effectiveness, interpretation or implementation, or with respect to the fulfillment of any of the Parties’ rights and obligations shall resolved by mutual consultation. If a dispute cannot be resolved by mutual consultation within thirty (30) days of the first notice sent by either Party to the other in relation to such dispute – by arbitration to be carried out by the Hong Kong International Arbitration Centre (“HKIAC”) in Hong Kong SAR, in the English language, before a single arbitrator – pursuant to the HKIAC arbitration rules and any related rules as shall be valid at the date of filing the application for arbitration to HKIAC.

2.3 You acknowledge and agree that Azoya may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Azoya’s website, available at  https://www.azoyagroup.com/page/view/terms-of-service-wmp/ and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Azoya’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

2.4 You may not use the Azoya service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Hong Kong SAR. You will comply with all applicable laws, rules and regulations in your use of the Service.

2.5 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Azoya.

2.6 You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Azoya or Azoya trademarks and/or variations and misspellings thereof.

2.7 Questions about the Terms of Service should be sent to info@azoyagroup.com.

2.8 You understand that your Materials, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

2.9 You acknowledge and agree that your use of the Service, including information transmitted to or stored by Azoya, is governed by its privacy policy.

2.10 You shall covenant that you have the legal right to sell Products under the Account, and you also have the legal right and qualification to upload the sales information of, and to sell, the relevant Products under the Account. Such uploading or sales of goods shall not infringe upon any legitimate rights or interests of any third party, including but not limited to intellectual property rights and title rights of any third party.

3. Azoya Rights

3.1 Azoya reserves the right to cease the Service if you failed to fulfill any of your financial obligations hereunder in a timely manner until you fulfil the financial obligations. Azoya will not warrant the safety or data storage during the cease period.

3.2 Azoya shall have no obligation to conduct prior examination of operation activities of you under the Account and other matters related thereto. However, in the event that a third party notifies Azoya or Azoya reasonably believes that you possibly has committed any torts, crime, breaches of this Terms of service along with any relevant rules or other violation of laws, Azoya shall have the right to conduct any enforcement actions against you, including but not limited to deleting any information content publicized by you to the Store, imposing functional restrictions on the Store and ceasing to provide services to you.

3.3 In the event of a dispute regarding Account ownership, Azoya reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.

3.4 Azoya retains the right to determine, in Azoya’s sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If Azoya is unable to reasonably determine the rightful Account owner, Azoya reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

4. Limitation of Liability

4.1 In no event shall Azoya be liable for failure to provide or delay in providing services resulting from failure of power, network, computer or other system, strike (including internal strike or labor unrest), labor dispute, riot, insurrection, disturbance, productivity or production material shortage, fire, flood, storm, explosion, war, government action and other force majeure events or order of international or domestic courts or omission of any third party.

4.2 You expressly understand and agree that Azoya shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

4.3 In no event shall Azoya or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our services or these Terms of Service (however arising including negligence).

4.4 You shall be liable for and shall hold Azoya harmless from any claim, lawsuit or administrative liability filed against Azoya by any third party due to or arising out of your breach of these Terms of Service or your violation of any law or the rights of a third party.

4.5 Services hereunder are provided on an “AS IS” and “AVAILABLE” basis. Azoya hereby expressly disclaims any warranty, express or implied, regarding the services, including but not limited to, the merchantability and fitness for a particular purpose of the services and Azoya does not warrant that the services will be uninterrupted, free of error or omission, accurate, reliable and meet any requirement of you. Before using the services, you shall take a full consideration and make the decision prudently. By using the services, all risks and liabilities resulting therefrom shall be solely borne by you.

5. Intellectual Property and Customer Content

5.1 Azoya does not claim any intellectual property rights over the Materials you upload to the Store. All Materials you upload remains yours. You can remove your Materials at any time by deleting your Account.

5.2 By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Azoya to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Azoya can, at any time, review all the Materials submitted to its Service, although Azoya is not obligated to do so.

5.3 You retain ownership over all Materials that you upload to the store; however, by making your store public, you agree to allow others to view Materials that you post publicly to your store. You are responsible for compliance of the Materials with any applicable laws or regulations.

5.4 Azoya will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

5.5 Azoya shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

6. Cancellation and Termination

6.1 Either Party may terminate this Terms of Service by written notice sent to the other Party at least 30 (thirty) days in advance if any of the following occurs:

6.1.1 The other Party failed to fulfill an obligation to provide information and materials necessary for the terminating Party to fulfill its own obligations or exercise any of its rights hereunder;

6.1.2 The other Party failed to make any payment or otherwise failed to fulfill any of its financial obligations hereunder in a timely manner.

6.1.3 The notifying Party is planning an official business or strategic model change that requires it to terminate this Terms of Service

6.2 Notwithstanding Article 6.1 above, this Terms of Service may be terminated at any time by each party on written notice with immediate effect in the event that:

6.2.1 proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party’s assets or any similar relief is granted under any applicable bankruptcy or equivalent law;

6.2.2 one party (the defaulting party) is in breach, non-observance or non-performance of any of its obligations in this Agreement and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the non-defaulting party).

6.3 Upon termination of the Services by either party for any reason:

6.3.1 Azoya will cease providing you with the Services and you will no longer be able to access your Account;

6.3.2 unless the termination of the Terms of Service is attributable to Azoya, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

6.3.3 any outstanding balance owed to Azoya for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

6.3.4 your store account will be taken offline.

7 Privacy & Data Protection

Azoya is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Azoya’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Azoya’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.

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