1. Each party hereby agrees that this Agreement shall be effected by electronic means and understands that all electronic documents related hereto are legally binding in the same manner as are written documents when the information contained therein is sent or delivered in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not "capable of retention by the recipient" if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
   
2. Merchant understands that a contract may be executed by the interaction of an individual, acting on his or her own behalf or for another person, with an electronic agent (such as this website and the computer program or programs operating in conjunction with it), so long as the individual knows or has reason to know his or her actions will cause the electronic agent to complete the transaction or performance. In the event, however, that Merchant has unintentionally submitted a Merchant Application because of an error made by Merchant in dealing with this website, and Merchant promptly notifies Company of such error and informs Company that Merchant does not intend to be bound hereby, Company agrees that Merchant Application erroneously submitted will be deemed null and void provided that Merchant (1) returns, pursuant to Company's instructions, all consideration which may have been received by Merchant from Company as a result of the erroneous Merchant Application, and (2) has not used (or received any benefit or value from) any consideration received from Company. It is understood and agreed that any use by Merchant of the payment gateway services offered by Company pursuant to Merchant Account Application Agreement shall bind Merchant to said Agreement, whether or not Merchant claims Merchant Account Application was submitted in error.
   

1. Merchant shall supply to Company all necessary data required for the successful establishment and operation of Company's payment gateway. This data will be substantially clear and free of errors. Required data shall be supplied in a timely manner and in the form specified by Company.
2. Merchant are responsible for all representations and statements made by Merchant in Merchant Account Application, or in any other document relating hereto, by Merchant or on Merchant's behalf are true, accurate and complete in all material respects. Merchant hereby authorizes Company to investigate the information herein. For this purpose, Company may utilize credit bureau/reporting agencies and/or its own agents.
   
3. Merchant are responsible for the security and proper use of Merchant's user name, passwords and other security features relating to the use of Company's payment gateway and Merchant must take all steps to ensure that they are kept confidential and secure and that they are used properly and are not disclosed to other people.
   
4. Merchant are responsible for any unauthorized use of Company's payment gateway and for all losses or charges, including losses or charges that may result from unauthorized or fraudulent use.
   
5. Merchant must not use Company's payment gateway to:
   
   1. Conduct a fraudulent activity or a criminal offence;
   2. Send, receive, upload, download, use or reuse any material that is offensive, abusive, indecent, defamatory, and obscene or menacing or in breach of copyright, confidence, privacy or any other rights;
      
   3. Send unsolicited advertising or promotional material;
      
   4. Cause annoyance to anyone with material that may have damaging or contamination effects; allow any other unauthorized person(s) to use Company's payment gateway on Merchant's behalf;
      
   5. Interfere or attempt to interfere with any other person's use of Company's payment gateway.
      
      

1. Though Company will undertake best endeavors to ensure an uninterrupted and error-free service, Company does not warrant that Company's payment gateway or any service related to it will be uninterrupted or error free; nor does Company make any warranty as to the results to be obtained from use of the data or any service related to it.
   
2. Company shall not be liable to Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Agreement, Company's payment gateway, its use, application or support.
   
3. Merchant releases and discharges Company from any and all claims and demands arising out of or in connection with the design or maintenance of Company's payment gateway including without limitation any and all claims for libel and invasion of privacy.
   
   

1. Merchant shall display any advertising or promotional materials provided by Company.
2. In no event will Merchant advertise or display any promotional material containing the name or symbol of Company.
3. All advertising media and displays supplied to Merchant by Company are the property of Company and, upon termination of this Agreement, Merchant will return them to Company.
   
   

1. Merchant acknowledges that any and all of the trademarks, trade names, copyrights, patents and other intellectual property rights created, developed, embodied in or in-connection with Company's payment gateway shall be and remain the sole property of Company.
   
2. Warranty as to Intellectual Property Rights and Content
   
1. Company shall use its best endeavors to ensure that any know-how, techniques, media, data, information or programs contributed to or used by Company in designing and maintaining Company's payment gateway shall be free of any claim for infringement of any intellectual property rights of any third party.
   
2. Except where it is alleged that Company or its agents have been negligent, Company shall have no liability for any infringement of intellectual property rights arising from the use of any know-how, techniques, media, data, information or programme not provided by Company; or the modification of Company's payment gateway by any party other than Company; or an allegation of infringement of intellectual property rights arising from information, data, or content supplied to Company by Merchant or any representative or agent of Merchant.
   
3. Company agrees to not make available over any service any information, software or other content which knowingly violates or infringes upon the rights of any others or which would be abusive, profane or offensive to an average person.
   

TERMINATION

1. This agreement will automatically terminate without notice if Merchant fails to comply with any provisions of the agreement. Upon termination of Company's payment gateway service by Merchant or Company or any related party Merchant must immediately agree to forgo any further rights to transact with Company's payment gateway in any way or to use the security systems including use of Merchant's user name, passwords and other security features relating to the use of Company's payment gateway and Merchant must take all steps to ensure that they are kept confidential at all times.
   
2. On termination by Company, howsoever arising, Merchant shall pay to Company all costs and expenses and all arrears of charges or other payments arising from any Merchant-specific deliverables including support and the use of the system by Merchant's authorized users under this Agreement.