Transaction Service Agreement

Transaction Service 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 (“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 seven 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.

1.3 We may separately enter into any additional agreement (“Additional Agreement”) which may modify the terms of the Services. If we do so, the terms of the Additional Agreement shall take precedence over any conflicting terms of this Agreement. The terms of the Additional Agreement are incorporated into this Agreement by reference.

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.

2.2 You acknowledge that Jumppoint will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

2.3 You are responsible for keeping your password secure. Jumppoint cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

2.4 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 (“Content”).

2.5 A breach or violation of any term in the Terms of Service as determined in the sole discretion of Jumppoint may result in an immediate termination of the Services.

3. Description of Services

3.1 Transaction Services (“Services”) include, without limitation, (i) use of Jumppoint 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”) stored at our fulfilment centres, (ii) promote the physical goods owned by you, and (iii) fulfil orders (the “Orders”) of Jumppoint and/or third-party Merchants (“Merchants”).

4. Power of Jumppoint

4.1 Jumppoint reserves the below rights:

4.1.1 To add, remove, modify, discontinue or terminate the Services or any features without prior notice

4.1.2 To limit the availability of the Services or any third-party services made available by Jumppoint in connection with the Services to any person, entity, or geographic region (may or may not on a case-by-case basis)

4.1.3 In our sole discretion, to remove any Content that we determine in breach or violation of any provision of this Agreement or the Acceptable Use Policy without prior notice; and discontinue or terminate the Service in accordance

In our sole discretion, suspend or terminate your access to your Account and the Services if it is suspected to be in connection with (i) any infringement of Jumppoint’s or any other third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights (ii) the breach of the Acceptable Use Policy (iii) the breach of this Agreement (iv) unauthorised, fraudulent, illegal or any other activities that is suspected to subject Jumppoint or its Affiliates to liability

4.1.4 To provide the Service to your competitors and make no promise of exclusivity in any particular market segment

4.1.5 To terminate the Service and/or take legal actions for any kind verbal or written abuse (including threats of abuse or retribution) to Jumppoint’s employees, members, contractors or officers

4.1.6 To reasonably inspect the Goods to ensure their compliance of the descriptions provided by you; and to refuse, suspend or cancel the Transaction in case of any non-compliance

4.1.7 To refuse, suspend or cancel any transaction (“Transaction”) if it is suspected to be in connection with (i) any infringement of Jumppoint’s or any other third party’s legitimate or proprietary rights (ii) the breach of the Acceptable Use Policy (iii) the breach of this Agreement (iv) unauthorised, fraudulent, illegal or any other activities that is suspected to subject Jumppoint or its Affiliates to liability

4.1.8 To request additional verifications or information for any Transaction and to suspend or terminate the Service provided if the request is not fulfilled

4.1.9 To manage your Goods which include but not limited to the unpacking and repackaging of your Goods

4.1.10 To sell or dispose your Goods without prior notice in cases of non-settlement of Transaction Fee

4.1.11 To transfer the Goods to other premises without prior notice to you

4.1.12 To exclude or limit our liability (subject to details in section 11) against any loss or damage caused to you or any third-party due to the exercise of the above rights

4.2 You acknowledge and agree that Jumppoint has the absolute authority to exercise the above rights at any time without any prior notice. Jumppoint should not be liable to any loss or damage arising from the exercises of the above rights.

5. Access to and Use of the Services

5.1 Upon the use of the Transaction Service, you must also enter into the Fulfillment Centre Contract with Jumppoint. You acknowledge and understand that you can only access the Transaction Service if you are a user of Jumppoint’s Fulfilment Centre Service.

5.2 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.

5.3 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.

5.4 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. 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.

5.5 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 and the 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.

5.6 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.

5.7 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.

5.8 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.

5.9 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.

5.10 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.

5.11 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.

6. Your Responsibilities

6.1 In relations to your Registration, you agree:

6.1.1 To provide information about your entity, business or Goods as part of the registration process for your access to and use of any Service

6.1.2 To give all notices, provide all necessary information, materials and approvals and render all reasonable assistance and cooperation necessary for Jumppoint’s provision of the Services

6.2 In relations to your Goods, you represent and warrant that:

6.2.1 You have the legitimate right and authorisation to sell, distribute or export the Goods sold by you through the Services provided by Jumppoint and the sale of such Goods does not infringe any third-party’s rights

6.2.2 You have good title to the Goods sold and the Goods meet all relevant descriptions and requirements

6.2.3 You will deliver the Goods to our Fulfilment Centre at your own cost and risk.

6.3 In relations to your Content, you represent, warrant and agree that the Content you submit must:

6.3.1 Be true, accurate, complete and lawful

6.3.2 Not be false, misleading or deceptive

6.3.3 Not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors

6.3.4 Not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

6.3.5 Not violate this Agreement, Acceptable Use Policy, or any applicable additional agreements

6.3.6 Not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations

6.3.7 Not contain any link directly or indirectly to any other web Jumppoint Platform which includes any content that may violate this Agreement

6.4 If your failure to fulfil the above responsibilities results in any delay in the provision of any Services or cancellation of any transaction, neither Jumppoint (and our group companies, agents, directors, officers and employees) nor our licensors, affiliates (and their respective employees, agents) and service providers (the “Affiliates”) shall be liable for any loss or damage arising from such delay.

7. Settlement of Funds

7.1 The Merchant in a Transaction shall pay the full transaction price listed for the Transaction through the Jumppoint Platform. When using Jarvix Pay (a payment gateway developed by Jarvix Pay Limited) to submit payment for a Transaction, payments are processed through accounts owned by Jarvix Pay Limited, Jumppoint or one of its affiliates and/or a registered third-party service provider and the relevant funds are received for Suppliers in accordance with the applicable Agreement. You hereby appoints Jarvix Pay as its agent for the limited purpose of receiving payments from Merchants.

7.2 You agree that the Merchant’s full payment of the transaction price listed for the Transaction to Jarvix Pay constitutes final payment to you extinguishing Merchant’s payment obligation to Supplier. The payment must be made in HK Dollars or any other currencies as supported by Jarvix Pay at the time of the transaction. Suppliers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.

7.3 Upon receipt of the Merchant’s payment, Jarvix Pay shall notify the Supplier regarding the details of the payment. Jarvix Pay or Jumppoint shall retain the funds received in connection with a Transaction as instructed by Jumppoint until as agreed between the Supplier and the Jumppoint, the first of any of the following events so occurs:

7.3.1 The Merchant’s confirmation of a successful completion of the Transaction, in which case all the funds less the Transaction Service Fee will be transferred to the Supplier

7.3.2 Cancellation of the Transaction, in which case all the funds will be refunded to the Merchant

7.3.3 A dispute in relation to the Services (“Dispute”) has been submitted to Jumppoint for determination and Jumppoint’s determination has become final and binding according to the applicable Transaction Service Agreement, in which case the funds will be disposed in accordance with such order, ruling, award or judgment

7.3.4 Jumppoint or Jarvix Pay or our Affiliates receives any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will be disposed in accordance with such order, ruling award or judgement.

7.4 You understand and agree that you have requested the settlement of funds to be delayed as provided in the above clause. Nothing in the above clause shall affect the fact that Merchant’s payment obligation for the Transaction is fully satisfied upon receipt of funds by Jarvix Pay as set forth in the above clause.

7.5 Any unclaimed funds will be held by Jarvix Pay for a period of one year or as otherwise instructed by Jumppoint at the expiry of such time, the Supplier will be deemed to have waived any claim in respect of such funds or, if required by applicable laws, we will transfer the funds (less any fees) to the relevant competent authority. You hereby agree that upon expiry of such period upon such transfer of such funds to the relevant competent authority, Jarvix Pay will be relieved of any further obligation to pay those unclaimed funds to you.

7.6 You acknowledge and agree that Jumppoint may receive interest on any funds held by it in performing the Jarvix Pay service. Any such interest is for the account of Jarvix Pay, and you will not receive interest or other profits in relation to the Jarvix Pay service.

7.7 If you experience any questions with the processing of your payment on Jumppoint, please contact us at https://www.aigniter.com/.

8. Transactions Between Suppliers and Merchants

8.1 Jumppoint provides informational technology service for Suppliers to accept, conclude, manage and fulfill orders for the provision of products online within the Jumppoint Platform subject to the terms of the Agreement. However, for any Services, Jumppoint does not represent either the seller or the buyer in specific transactions. Jumppoint does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Jumppoint Platform, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.

8.2 You are hereby made aware that there may be risks of dealing with people acting under false pretences. Jumppoint uses several techniques to verify the accuracy of certain information Supplier and/or Merchant provide us when they use the Service. However, Jumppoint cannot and does not confirm each Merchant’s purported identity (including, without limitation, paying the Supplier). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

8.3 Supplier accessing or using the Services shall assume the risks of conducting any purchase and sale transactions in connection with or through the Jumppoint Platform or Services. Suppliers accessing or using the Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of the transactions on the Jumppoint Platform. Examples of such risks shall include but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Jumppoint Platform may violate or may be asserted to violate any third-party rights, and the risk that Suppliers may incur costs of defence or other costs in connection with third-parties’ assertion of third-party rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to the assertion of rights, demands or claims by claimants of third-party rights. Examples of such risks also include the risk of claims from Merchants, other purchasers, end-users of products or other third-parties that they have suffered injuries or harm from their use of the products obtained through the Jumppoint Platform or Services. All of the foregoing risks are referred to as “Transaction Risks”. Jumppoint is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.

8.4 Buyers and sellers on the Jumppoint Platform are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Jumppoint Platform Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Agreement.

8.5 User agrees to provide all information and materials as may be reasonably required by Jumppoint in connection with your transactions conducted on, through or as a result of use of the Jumppoint Platform or Services. Jumppoint has the right to suspend or terminate any Account if the Supplier fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

8.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Jumppoint and the Affiliates from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.

9. Transaction Service Fee

9.1 Upon the conclusion of the Transaction, Jumppoint may take a percentage of the sales revenue as the Transaction Service Fee. Exact details shall be subject to the pricing schedule later provided.

10. Disclaimer of Warranties

10.1 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.

10.2 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 Supplierability, 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 the terms of this Agreement.

10.3 Jumppoint makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided on the Jumppoint Platform. You will be solely responsible for all consequences resulting from your own judgement and decision to use or otherwise rely on such information. Jumppoint and the Affiliates further disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, Supplierability or fitness for a particular purpose or non-infringement even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. All such warranties, representations, conditions, undertakings and terms are hereby disclaimed and excluded.

10.4 Some or all of these limitations or exclusions may not apply to you if your state, province or country does not allow the limitation or exclusion of liability for incidental or consequential damages. So the foregoing exclusions or limitations may not apply to you. You may also have other rights under your local law in your state, province or country that vary from state to state. Nothing in this agreement is intended to affect those rights if they are applicable to you.

11. Limitation of Liabilities

11.1 To the full extent permitted by applicable law, Jumppoint shall only be liable for the obligations expressly set forth in this Agreement. You agree that all disputes from the Transaction shall be a matter solely between you and your counterparty.

11.1 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.

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

11.2.1 Direct or indirect, consequential or other loss claimed by the Merchants as a result of Goods not being available to the Merchants at any time for any reason

11.2.2 Loss or damage caused by any event of force majeure

11.2.3 Loss or damage arising from the natural deterioration of the Goods

11.2.4 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)

11.2.5 Loss or damage caused in transferring the Goods from Supplier’s storage to our fulfilment centre, and from our fulfilment centre to Merchants

11.2.6 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

11.3 A Property All Risk Insurance may be arranged by Jumppoint in case of loss or damage caused to the Supplier’s 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.

11.4 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 Transaction Service Fee), whichever is lower (“Goods Damages Cap”). For greater coverage, 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.

12. Force Majeure

12.1 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.

13. Termination

13.1 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.

14. Indemnification

14.1 You shall defend, indemnify, and hold harmless Jumppoint and the Affiliates 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 Transaction Service 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.

14.2 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.

15. Governing Law

15.1 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.

15.2 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.

15.3 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.

15.4 Amicable Negotiations

15.4.1 If any dispute or claim arises from or in connection with this Agreement, a Transaction or your access to use of the Services (“Disputes”), the relevant parties shall resolve the Dispute through amicable negotiations.

15.5 Disputes between You and Merchant

15.5.1 In case a dispute arises between you and Merchant, if the dispute is not resolved through amicable negotiation within the prescribed time period according to the relevant transactional terms, your agree to submit the dispute to Jumppoint for determination. If you are dissatisfied with Jumppoint’s determination and except as otherwise stipulated under applicable law, you must apply to the Hong Kong Arbitration Centre (“HKIAC”) for arbitration and notify Jumppoint of such application within 20 calender days after the date of receipt of Jumppoint’s determination. If each of buyer and seller in the dispute does not apply for arbitration within the above 20 calender days, each of the buyer and the seller shall be deemed to have agreed that Jumppoint’s determination shall be final and binding on you. With a final determination, in the case the Transaction adopts Jarvix Pay as the payment gateway, Jumppoint may instruct Jarvix Pay to dispose of the funds held by Jarvix Pay to such determination. Further, each of buyer and seller shall be deemed to have waived any claim against Jumppoint, Jarvix Pay and the Affiliates.

15.6 Disputes between Suppliers and Jumppoint

15.6.1 In case a dispute arises between you and Jumppoint, if the Dispute is not resolved between you and Jumppoint by amicable negotiations and except as otherwise stipulated under applicable law, you and Jumppoint agree that the Dispute shall be finally resolved by arbitration with HKIAC.

15.7 HKIAC Arbitration

15.7.1 If any Dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the HKIAC in force at the time of applying for arbitration is amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Hong Kong. The arbitration shall be initiating the arbitration, provided that the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties. The arbitration award rendered by the HKIAC shall be final and binding on all the relevant parties. The arbitration expenses shall be borne by the losing party unless otherwise determined in the award.

15.8 Limitation Period

15.8.1 In any event, you may not make any claim against Jumppoint or the Affiliates under this Agreement after six months from the occurrence of the matter giving rise to the claim.

15.9 Injunctive Relief

15.9.1 Notwithstanding the foregoing provision, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

16. General Provision

16.1 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.

16.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

16.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

16.4 Any failure by Jumppoint and our Affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

16.5 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.

16.6 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.