Fulfillment Centre Agreement

Fulfillment Centre Agreement

Date of Last Revision: March, 2020

1. Acceptance of Terms

1.1 Jumppoint Logistics Technologies Limited (“Jumppoint”, “the Company”, “we” or “our”) provides its Services (as defined below or in an ancillary agreement) to you (“the Supplier”, “you” or “your”) which are exclusively governed by these Terms & Conditions. By accepting this Agreement, by accessing or using the Services, or clicking through on our website, you acknowledge that you have read, understood, have the authority to, and agree to be bound by this Agreement. The terms of your Order shall not modify this Agreement. If you are an individual, you certify that you are 18 years of age or older. If you are entering into this Agreement on behalf of your employer, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by this Agreement, you must not accept this Agreement and may not use the Services.

1.2 We may change or revise this Agreement at our discretion. If any change or revision to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to info@aigniter.com. Otherwise, you will be bound by the changed or revised terms. Jumppoint may change or revise this Agreement from time to time by providing ten days prior notice either by emailing the email address associated with your account, by posting a notice on its website at https://www.aigniter.com/ or by providing notice on the Jumppoint (as defined below) (“Notice”). You can review the most current version of this Agreement at any time here or by logging into your account on the Jumppoint Platform. Your use of the Services ten days after this Notice shall constitute full acceptance of the revised or changed terms.

2. Registration

2.1 You must register for the Services. You shall provide the information required for registration upon the request of Jumppoint. As part of the registration process, you will be given an administrative user name and password for your account (“Account”). You may use the administrative user name and password to access our services.

3. Description of Service

3.1 The “Services” include, without limitation, (i) use of Jumppoint’s proprietary technology platform (the “Jumppoint Platform”) and associated technology which is made available by Jumppoint to you and, when technically feasible and when implemented by you and Jumppoint, is intended to permit you to, among other things, manage the physical goods (the “Goods”) you stored at our fulfilment centres, fulfil orders (the “Orders”) of merchants (“Merchants”) liaised or not liaised through Jumppoint, (ii) the receipt, counting, storage, packaging, and shipment of the Goods in pursuant to the Order, (iii) all data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to you through any of the foregoing (collectively referred to as the “Content”).

3.2 We may separately enter into a Warehousing, Fulfillment and Service Level Agreement (“Service Level Agreement”) which may modify the terms of the Services. If we do so, the terms of the Service Level Agreement shall take precedence over any conflicting terms of this Agreement. The terms of any Service Level Agreement are incorporated into this Agreement by reference.

4. Access to and Use of the Services

4.1 Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to Jumppoint. You shall not (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or (iii) modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Jumppoint provides you or publishes in connection with the Services, and you shall promptly notify Jumppoint if you learn of a security breach related to the Services.

4.2 Any software made available to you by Jumppoint in connection with the Services (“Software”), including but not limited to the Jumppoint Platform, contains our proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Jumppoint hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the object code of any Software and Content on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any Content or right in any Software. You agree not to access the Services by any means other than through the interface that is provided by Jumppoint. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Jumppoint or any third party is granted to you in connection with the Services. The License may be terminated immediately at Jumppoint’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.

4.3 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that Jumppoint shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Jumppoint in promoting and advertising the Services.

4.4 You are solely responsible for maintaining the confidentiality of your login, password, Your Content and account and for all activities that occur under your login or account. Jumppoint reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Services, you hereby do and shall grant Jumppoint a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. Jumppoint has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that Jumppoint may remove or disable any Content (including Your Content) at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Your Content), or for no reason at all.

4.5 You understand that the operation of the Services, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to Jumppoint’s third party hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Jumppoint will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content, and you will indemnify and hold Jumppoint harmless for any claims, damages or liability related to Your Content.

4.6 You own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Jumppoint to perform its obligations) in connection with the Services without obtaining any further releases or consents; Your Content and other activities in connection with the Services, and Jumppoint’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

4.7 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long-distance and local telephone service (collectively, “Your Equipment”). You shall be responsible for ensuring that Your Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Jumppoint’s published policies then in effect. You shall also be responsible for maintaining the security of the Your Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or Your Equipment with or without your knowledge or consent.

4.8 You have no right unless granted by Jumppoint to access our physical facilities or property. Under no circumstances, and at no time, during the Term of this Agreement or after, are you permitted to enter Jumppoint’s fulfilment centre without prior express notice by us. As your Goods may be commingled with the Goods of other Suppliers in Jumppoint’s facilities, under no circumstances, during the period of agreement or after, may you access the Goods while the Goods are stored in Jumppoint’s facilities, without prior express written consent of Jumppoint. If you are granted access, you may be monitored during the access period and your access can be terminated at our sole discretion.

4.9 Jumppoint reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Jumppoint’s website and in other communication with existing or potential Jumppoint Merchants. To decline Jumppoint this right you need to email info@aigniter.com stating that you do not wish to be used as a reference.

4.10 Jumppoint may (but has no obligation to) provide technical support services, through email in accordance with our standard practice. Jumppoint bears no liability for such technical support services. Jumppoint shall not be held liable for complying with your instructions through the Jumppoint Services.

4.11 You understand that Jumppoint does not take responsibility for the business decisions that you make and implement through the Services. For example, Jumppoint cannot control or ensure that a buyer or seller with whom you do business will remit payment for Goods in accordance with your agreement with them. For purposes of clarity, Jumppoint is not the Supplier of Record for any of your Goods. Jumppoint is not responsible for items damaged during the pick and pack process or for breakage of items during transit that has been picked and packed by Jumppoint.

5. Inbound Shipments

5.1 You represent and warrant to Jumppoint that (i) you are the legal owner and/or has lawful possession or control of the Goods and has the sole legal right to store and thereafter direct the release and/or delivery of the Goods, (ii) there are no potential health, safety or environmental hazards associated with the shipment, warehousing or fulfillment of the Goods tendered to Jumppoint under this Agreement and the Acceptable Use Policy, (iii) the Goods do not contain any material that violates the Laws of Hong Kong (the common law, rules of equity, ordinances, subordinate legislation and customary law) and other areas of international laws as may be in effect; and (iv) the Goods are not and do not contain any hazardous or dangerous materials under applicable Laws. If the Goods do not meet the foregoing requirements, Jumppoint will reject the Goods without liability. This may result in a delay and you agree that Jumppoint shall not be liable for any loss or damage as a result of such delay or non-shipment. You will strictly meet or exceed any compliance obligations under these provisions. Jumppoint may, in its sole discretion, reject Goods if it determines that they are dangerous or hazardous.

5.2 You also agree that if any Goods are submitted in contravention of the above clause and loss and damage are thereby caused to the Company in whatsoever way, the Supplier will be liable and shall indemnify the Company against such loss and damage. If the Company suspects that the Supplier is in breach of the above clause, the Company may at any time open such Goods for inspection at our own discretion. You irrevocably agree that the Company has the right to break or force to open and handle the Goods whereby all the costs and expenses incurred by reason of such breakage or forceful open shall be borne by the Supplier whatsoever.

5.3 Supplier shall provide Jumppoint, in Excel Forms and in other ways no less favourable, with bills of lading for the inventory of all inbound shipments of Goods prior to the shipment arriving to Jumppoint’s facility. All inbound shipments shall be properly labeled and clearly identify the type, nature, structure, characteristics, dimensions, operational guides as to application and use and any other information which in the opinion of Jumppoint should be brought to the attention of the Company for the proper and efficient discharge of its duties in performing the Services. This information must be supplied by you upon the request of Jumppoint.

5.4 Supplier represents and warrants that the information set forth on any shipment or delivery document, including, without limitation, information as to count, weight, description and condition of the Goods, is accurate and complete and may be relied upon by Jumppoint. If any inbound inventory received doesn’t follow Jumppoint’s instructions, it will be subject to delays, and Jumppoint shall not be liable to any loss whatsoever caused subsequently. If the items in such shipment cannot be identified by Jumppoint, they may be discarded and Jumppoint assumes no responsibility for any associated losses.

6. Onboarding

6.1 All inbound shipments must be received and inventoried before the Goods are shipped.

6.2 You acknowledge and agree that Jumppoint has no obligation to verify the quantity, content, condition or quality of the Goods delivered to Jumppoint for storage and/or delivery. Jumppoint may, at its sole discretion, reject to store and/or deliver any Goods that it deems, in our sole discretion, improperly labeled or packaged or, any Goods that contain any hazardous or illegal material.

6.3 If there are any outstanding or pending Orders that need to be fulfilled first, you shall notify Jumppoint of the number of Orders to be sent initially and the expected timeline of processing such Orders.

6.4 Unless otherwise specified in a Service Level Agreement or Volume Agreement, upon actual receipt of the Goods, you can expect a minimum of three business days for products to be inventoried at Jumppoint’s warehouse. After three business days, your Orders will begin to be processed and labeled, beginning with outstanding and pending Orders.

6.5 Jumppoint will plan to fulfill the number of Orders communicated during onboarding every day. Additional time may be required for special kitting, picking or any alterations in regular process.

6.6 Jumppoint shall thereafter process, package, and ship all Orders within one business day of actual receipt of the Order from you provided that proper inventory amounts exist and there are no issues with the Order. This provision shall not apply to Orders that are altered, Orders with low inventory items (less than 10 items in stock), held Orders and bulk Orders.

6.7 You shall provide Jumppoint with an expectation of the date to begin shipping Goods, which shall conform to this Agreement.

6.8 You shall be solely responsible for the accuracy of any information provided to Jumppoint and/or inputted into Jumppoint’s website. You agree that Jumppoint shall not be liable for any delay, loss, damage or costs as a result of any inaccurate information provided by you to Jumppoint or any information inputted incorrectly by you onto Jumppoint’s website.

7. Shippable Addresses

7.1 You are solely responsible for the accuracy and deliverability of the Order shipping addresses. Jumppoint may verify Order shipping addresses, but this is not a replacement for the address diligence and verification by you. You agree and acknowledge that Jumppoint has no obligation to verify any shipping address provided by you.

7.2 If Jumppoint provides an Order shipping with accordance to the information provided by you which is later discovered to be inaccurate or incomplete, you are solely responsible for any applicable address correction fees we incur from the carrier, any difference in shipping cost or for any other costs or fees due to the incomplete or inaccurate address. Examples of discrepancies for which you may be responsible include but are not limited to, incomplete addresses, incorrect addresses, commercial/residential address status and rural address status. Jumppoint also reserves the right to put the Order on hold if addresses are not validated by the Jumppoint Platform.

8. Delays or Non-Delivery

8.1 Unless specifically excepted in a Volume Agreement or Service Level Agreement, Jumppoint shall not be liable or responsible for any delays in domestic or international shipments of Goods or Orders, and is, without limitation, not responsible or liable for non-delivery or late delivery of Goods caused by third-parties, including carriers.

9. Fraudulent Orders

9.1 It is your sole responsibility to protect yourself from fraud. It is your sole responsibility to pay all fees related to orders whether the order is fraudulent or the Good is delivered or not.

10. Returns

10.1 All returned shipments (international and domestic) will be assessed a return shipment fee equal to the shipping fee to the original destination. Returned shipments will be returned to Jumppoint’s fulfilment centre, unless otherwise specified. If the returned shipment is requested to be shipped to a new location, the shipment will be treated as a new shipment and will incur standard shipping charges. You shall be solely responsible for any fees assessed by any carrier as a result of any shipments of Goods that are returned to Jumppoint by the carrier for any reason whatsoever.

11. Required Removals

11.1 Jumppoint may, at its sole discretion, require you to remove unsuitable or unsellable Goods from its fulfilment centers. Jumppoint will notify you if it has any inventory that requires removal. Pick fees may also be assessed for labor incurred to remove inventory. If you do not remove the inventory within 30 days of receiving a required removal notice, Jumppoint may dispose of the inventory listed in the required removal notice. You shall not be entitled to any damages or reimbursement for the value of Goods disposed of by Jumppoint if you do not promptly remove the Goods upon Jumppoint’s request.

12. Platform Fees

12.1 Platform Fees are the fees for any Services and any third-party fees (including, but not limited to carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, taxes, or other charges incurred during your use of the Service).

12.2 Based upon the dimensions and final destination of the final packaged shipment, Jumppoint shall browse through major carriers in Hong Kong to find the lowest shipping rate for the most reliable shipping option for the desired speed. Jumppoint has the final discretion in choosing the method of shipment.

12.3 Quotations for the Services and Platform Fees are for informational purposes only, are subject to change upon later notice, and shall not under any circumstances be binding upon Jumppoint. Quotations accepted through our online interface are estimates based on the best information available at the time made. The final rates and Platform Fees may vary based upon the Goods actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of your product, the delivery address, and service requested during the normal course of delivery. Jumppoint reserves the right to bill the Platform Fees based on actual charges at any time after the Services are rendered. Jumppoint specifically disclaims liability for any shipping rate errors due to inaccurate or incomplete information provided to it, such as dimensions and weights.

12.4 Jumppoint reserves the right to adjust its pricing in response to currency fluctuations, including but not limited to, currency conversation rate changes, conversion fee changes, and/or discount rate changes.

12.5 You acknowledge that you are responsible for, and agrees to reimburse Jumppoint for, all sales taxes, transportation taxes, Platform Fees, reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by Jumppoint (including costs and related expenses) in connection with the Services.

12.6 All dollar amounts stated in this Agreement and the Platform will be in HK dollars unless otherwise specified.

12.7 Failure to promptly pay Platform Fees is a material breach of this Agreement and Jumppoint may immediately suspend Services if prompt payment is not made by You. All Platform Fees shall be payable as set forth in this Agreement. Time is of the essence for your payment obligations to us.

12.8 During such time as Good is delivered to the fulfilment centre of Jumppoint hereunder and until the same is withdrawn from purchased and paid for in full by the Supplier or returned as hereinafter provided, the Supplier shall pay to Jumppoint the fees as followed: (i) inbound logistics handling fee computed in consideration of cubic foot (“CBFT”) (ii) outbound logistics arrangement computed in consideration of the volume, weight and drop-off location (iii) labelling fee computed in consideration of the quantity of goods delivered (iv) packaging fee computed in consideration of the volume and weight (v) administrative and miscellaneous fee. The details of fee shall be subject to a price schedule later provided.

12.9 Each Platform Fee shall be calculated for a certain specific quantity and nature of Goods consigned to the Company for a certain specific period of agreement and shall be quoted by Jumppoint to the Company. Once the details of the Goods have been selected and the Platform Fee determined, such selection shall be irrevocable and binding on the Supplier and shall obligate the Supplier to accept the order requested from Jumppoint in the quantity and quality for the fulfilment Period specified.

13. Force Majeure

13.1 Jumppoint shall not be liable for any failure or delay in performance hereunder which may be due in whole or in part, to fire, explosion, storm, flood or other adverse weather condition, accident, casualty, breakdown of machinery or facilities, strike, lockout, combination of workmen or other labour difficulties (from whatever cause arising and whether or not the demands of the employees are reasonable or within Jumppoint’s power to grant), war, civil disturbance, acts of terrorism, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, instruction or requset fo Government or other public authorities, judgement or deree of a court of competent jurisdiction, delay or failure of carriers, shippres or contractors, labour shortage or inability to obtain transportation, equipment, operating materials, plant equipment or matreials required for our performance, curtailment or suspension of operations to remedy or avoid an actual or alleged violation or violations of the Laws of Hong Kong (the common law, rules of equity, ordinances, subordinate legislation and customary law) and other areas of international laws as may be effect from time to time during the agreement period, or any contingency or delay or failure or cause of any nature beyond the reasonable control of Jumppoint, whether or not of the kind hereinabove specified and whether or not any such contingency is presently occurring or occurs in the future. Jumppoint shall give notice of any force majeure event as soon as reasonably practicable by giving notice to your administrator.

14. Termination

14.1 You have the right to terminate this Agreement at any time, provided you do not have a balance due and owing (other than any amounts subject to a good faith dispute) by sending a termination request to info@aigniter.com. Subject to earlier termination as provided below, Jumppoint may terminate, at its discretion and without cause, this Agreement (or our shipments of Goods or Services hereunder) at any time by providing thirty days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Jumppoint may also terminate this Agreement upon thirty days’ notice (or ten days in the case of nonpayment) if you breach any of the terms or conditions of this Agreement. The termination of this Agreement shall constitute a termination of any Service Level Agreement or Volume Agreement. Jumppoint reserves the right to immediately modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) if you are in breach of this Agreement. All of Your Content (if any) may be permanently deleted by Jumppoint upon any termination of your account in Jumppoint sole discretion.

15. Disclaimer of Warranties

15.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Jumppoint or by third-party providers, or because of other causes beyond our reasonable control. Jumppoint shall use reasonable efforts to provide advance notice of such Services disruption in writing, email, phone calls or any other methods no less favourable. Jumppoint shall not be liable for any such unavailability or disruption of Services.

15.2 The Services, including the Jumppoint Platform and Content, and all server and network components, are provided on an “as is” and “as available” basis without any express or implied warranties of any kind, and Jumppoint expressly disclaims any and all warranties of any kind and Jumppoint expressly disclaims any and all warranties whether express or implied, including but not limited to the warranties of merchantability, title, fitness for a particular purpose and non-infringement. Except as expressly set forth in this or any ancillary agreement, you acknowledge that Jumppoint does not warrant that the services will be uninterrupted, timely secure, error-free or virus-free, nor does Jumppoint make any warranty as to the results that may be obtained from use of the services. And no information, advice or services obtained by you from us shall create any warranty not expressly stated in this agreement. The Company’s liability will be limited to the greatest extent permitted by under the terms of this Agreement.

16. Limitation of Liability

16.1 Under no circumstances and under no legal theory (whether in contract, tort, by statute or otherwise) shall Jumppoint be liable to you or any third party for any indirect, incidental, special, exemplary, consequential or punitive damages including but not limited to damaged reputation, lost profits, lost sales or business, or lost data. For avoidance of doubt, Jumppoint is not liable for any direct damages, costs, losses or liabilities in excess of the Goods Damage Cap set forth below, whichever is the lesser amount.

16.2 The Supplier expressly agrees to take out insurance for cover in respect of any loss or damage which he may incur under this Agreement:

16.2.1 Direct or indirect, consequential or other loss arising to the Merchants as a result of Goods not being available to the Merchants at any time for any reason;

16.2.2 Loss or damage caused by any event of force majeure;

16.2.3 Loss or damage arising from the natural deterioration of the Goods;

16.2.4 Loss or damage arising from any act or omission of the Supplier or any other person acting on the Supplier’s behalf including a failure to declare or false declaration of value (and so that the Supplier shall indemnify the Company accordingly);

16.2.5 Loss or damage caused to the Good in the process or inbound shipments;

16.2.6 Any other loss or damage of whatever nature, including but not limited to any loss of or damage to any internal parts of any object.

16.3 A Property All Risk Insurance may be arranged by Jumppoint in case of loss or damage caused to the Suppliers’ Goods for indemnity. Suppliers may arrange their own insurance at their own cost. Suppliers also agree that Jumppoint’s liability shall not exceed the Goods Damage Cap set forth below. For your insurance to apply to your claim, you must purchase the insurance prior to the Goods loss. Jumppoint does not represent, warrant or guarantee that insurance will cover all or a portion of your Goods loss. Jumppoint shall not be responsible or liable if insurance coverage is not afforded for the Goods loss or if coverage is denied.

16.4 Jumppoint’s maximum liability for Goods loss (including loss from any Goods count accuracies) will be capped at 5% of the total product value or one month of the average Platform Fee, whichever is lower (“Goods Damages Cap”). For greater coverage arranged, you must arrange your own additional insurance. Relevant information should be supplied to Jumppoint upon request. Jumppoint will not be liable to any loss, damage or destruction occurs to all or any portion of the Goods if such coverage is invalid or unavailable.

16.5 Exclusive Remedy

16.5.1 The Goods Damage Cap set forth in the above section shall be the Supplier’s sole and exclusive remedy against Jumppoint for any claim or cause of action whatsoever relating to loss, damage and/or destruction of Goods, and shall apply to all claims, including goods shortage or any other claims relating to the services.

16.5.2 In any event, Jumppoint’s maximum aggregate liability to you, notwithstanding the nature or grounds for all claims, including the breach of this agreement by Jumppoint, shall not exceed HKD $10,000 for any claims not covered by the Goods Damage Cap. The provisions of this section allocate the risks under this Agreement and the parties relied on these limitations in determining whether to enter into this Agreement.

17. Indemnification

17.1 You shall defend, indemnify, and hold harmless Jumppoint, our group companies, our employees, our affiliates and their respective employees, agents and service providers from and against any claims, actions or demands, liabilities (including court costs and attorney’s fees), tax obligations, fines and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from your breach of this Agreement, any of Your Content, your negligence, fault, omissions or willful misconduct, your fraud or the misrepresentation in connection with the Services, or your access, contribution to, use or misuse of the Services (“Claims”). Jumppoint shall provide notice to you of any claim. Jumppoint reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Jumppoint’s defense of such Claim. This indemnity shall include, without limitations, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury (including death) and actual or tangible property damage. You agree to fully reimburse Jumppoint for any Claims resulting from (i) your breach of any provision of this Agreement; (ii) any Platform Fees, fines, penalties, disputes, reversals, returns or any other liability we incur that results from your use of the Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your Merchants; (v) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions.

17.2 You undertake that no claim shall be made against the shareholders, directors, officers, employees and agents of Jumppoint which imposes or attempts to impose upon him any liability whatsoever in connection with the Services and, if any such claim should nevertheless be made, to fully indemnify and hold harmless the Jumppoint against all consequences thereof. Without prejudice to the foregoing, all such the shareholders, directors, officers, employees and agents shall have the benefit of all provisions herein as if such provisions were expressly for their benefit. In entering into any contract incorporating these conditions, the Company, to the extent of those provisions does so not only on its behalf but as agent and trustee for such servants and agents.

18. Assignment

18.1 You may not assign this Agreement without the prior written consent of Jumppoint, but Jumppoint may assign or transfer this Agreement, in whole or in part, without restriction.

19. Miscellaneous

19.1 If any provision of this Agreement is found to be unenforceable or invalid, any of these conditions or any part thereof shall, in any case, be held to be unenforceable, invalid or to have failed the test of reasonableness within the meaning of the Control of Exemption Clauses Ordinance, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representation and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Except as specifically set forth in this Agreement (or a Volume Agreement or Service Level Agreement), the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement. The failure of Jumppoint to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.

19.2 You acknowledge that this Agreement is a contract between you and Jumppoint, even though it is electronic and is not physically signed by you and Jumppoint, and it governs your use of the Services. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Jumppoint in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement or otherwise, the substantially prevailing party will be entitled to recover its costs, expenses and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

20. Governing Law

20.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”). Jumppoint and you agree that the courts of Hong Kong shall have exclusive jurisdiction over all matters arising out of or relating to these terms and conditions and the offer and/or contract of which they are part. In relation to any disputes arising out of or in connection to this Agreement, you hereby agree to accept and submit to the jurisdiction of the Hong Kong courts.

20.2 You further waive irrevocably any claim that Hong Kong is not a convenient forum, and agrees irrevocably that Hong Kong is a convenient forum as to any action arising out of or in connection with this Agreement. You further agree that if you commence any action relating to this Agreement in any forum other than Hong Kong, you shall pay all the attorney’s fees and costs incurred in seeking to stay or transfer the said action to a Hong Kong forum or in seeking to dismiss or defend the said action.

20.3 The substantially prevailing party in any dispute or litigation between us, including those related to this Agreement or the Services, shall be awarded their reasonable court costs, expenses and reasonable attorneys’ fees.