Terms of Sales — copy

/Terms of Sales — copy
Terms of Sales — copy 2017-10-20T15:34:00+00:00

Terms and Conditions of Sale

Effective on June 2nd 2015

  1. Definitions
    1. In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:“Brand” means the person or entity identified in the Order, who wishes to obtain the Services provided by ParkLU.

      “Collaboration” means any content collaboration, posting or notice for the Brand.

      “Conditions” means these Terms and Conditions of Sale.

      “Contract” means a contract for sale between ParkLU and the Brand of the Services formed in accordance with Clause 4(c).

      “Expiry Date” means the date on which the posting or publication of a Collaboration expires as specified on an Order and confirmed by ParkLU pursuant to Clause 4(c).

      “Force Majeure Event” means any event or circumstance the occurrence and the effect of which ParkLU could not reasonably prevent or avoid including:

      1. explosion, fire, flood, war, earthquake, storm or other natural disasters;
      2. war, declared or undeclared, sabotage, insurrection, terrorist or criminal acts whether online or offline, riot or civil disturbance;
      3. import or export regulations or embargo or requisition restrictions regulations or any acts or measures or any intervention of any governmental or regulatory authority;
      4. epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the authorities concerned or any governmental authority;
      5. strike, lock-out, work stoppage or other industrial action or trade dispute (whether involving employees of ParkLU or any other person); and
      6. telecommunication, network or Internet disruptions or interruptions.

      “Influencers” means users seeking content collaborations.

      “Online Payment” means payment by any one or more of the following payment modes as may be designated by ParkLU from time to time: credit card, bank transfer and other designated payment modes.

      “Order” means an online order placed via the Site by a Brand with ParkLU for the Services in accordance with these Conditions.

      “ParkLU” means Park Lu Limited and its affiliates Park Lu Consulting (Shanghai) Limited.

      “Parties” means ParkLU and the Brand and “Party” means any one of them.

      “Payment Processing Company” means the applicable payment or card processing entity (including any banking institution) for the relevant Online Payment mode.

      “Service” means the service listed on the Site for which ParkLU executes Orders in accordance with these Conditions, and includes the posting and publication of Collaboration(s) on the Site.

      “Service Package” means the Service Package listed on the Site for which ParkLU executes Orders in accordance with these Conditions.

      “Site” means any website or mobile application owned and operated by ParkLU and its affiliates/subsidiaries.

      “Subscription” means our web-based marketing applications, tools and platform that the Brand has subscribed to by an Order.

      “Third Parties” is defined in Clause 10(a).

      “Validity Period” means the validity period of a Service Package or Subscription as specified on an Order.

      “Virus” means any computer virus, Trojan horse, worm, or other disabling, intrusive, malicious, destructive, corrupting or disruptive program, macro or device or other contaminants including but not limited to any codes or instructions.

  2. Application and Effect
    1. These Conditions, together with the Terms and Conditions and Privacy Statement, shall govern the provision of Services listed at the Site by ParkLU to the Brand.
    2. In the event of any conflict, inconsistency or ambiguity between these Conditions, the Terms and Conditions and/or the Privacy Statement, the following descending order of precedence will apply: (i) the Privacy Statement, (ii) these Conditions, (iii) the Terms and Conditions.
    3. By ordering the Services described on the Order, the Brand agrees to be bound by and accepts these Conditions.
  3. Site and Services
    1. ParkLU reserves the right from time to time, without any liability or prior notice or consent, to change, modify, suspend, withdraw or cease to make available any or all Services from the Site or the whole or any portion of this Site, or to change its prices or specifications of any Service, including any information that may be required from the Brand.
  4. Orders
    1. Brand shall indicate the Service Package and Subscription it wishes to order, at the price and in the currency specified by ParkLU at the Site, and provide to ParkLU all necessary information as may be required by ParkLU. Brand warrants and undertakes that all information provided to ParkLU is complete, true, accurate and up-to-date.
    2. All Orders made by the Brand for one or more Service(s) shall be deemed to be an offer made by the Brand to purchase such Service(s) upon the terms of these Conditions and for the selected Service(s) set out in the Order.
    3. Upon successful submission of an Order by the Brand and confirmation of receipt of such Order by ParkLU, a binding Contract shall be formed upon the terms set out in these Conditions, the terms of the Order, and such other terms and conditions as ParkLU may impose as a condition of its acceptance of such Order
  5. Price & Paymen
    1. Unless otherwise stated on the Site, all prices for Service(s) and Subscription(s) are in Chinese Renminbi and all payment to ParkLU shall be made in Chinese Renminbi or U.S. Dollars.
    2. Unless otherwise agreed by ParkLU in writing, payment for the Services shall be made by the Brand in full by Brand’s valid Online Payment before provision of the Services. The Brand shall be liable for full payment of the Service ordered even if the Service is cancelled or terminated before the end date of the Validity Period.
    3. ParkLU shall not be liable for any errors in the pricing or specification of Services ordered by the Brand that may appear at the Site.
    4. The Brand shall bear all applicable duties, tariffs and taxes at the prevailing rates.
    5. All Online Payments are subject to processing by ParkLU’s payment service provider, the approval of the Payment Processing Company and the relevant paying bank. ParkLU shall not be liable in any way if the payment service provider, Payment Processing Company or the paying bank refuses to process or accept any Online Payment particulars for any reason.
    6. The Brand agrees to submit such Online Payment or card information and other information as may be reasonably requested by ParkLU or its payment service provider to process the Order, payment for the Order, and to arrange for invoicing. All card information will be received and processed directly by the payment service provider of the Brand, and ParkLU will not retain any card information. All information received and accessed by ParkLU shall be subject to ParkLU’s Privacy Statement. The Brand agrees that ParkLU shall not be liable for any loss, damage, or liability in the event of any unauthorized disclosure of such information by its payment service provider.
    7. ParkLU reserves the right to exercise its lawful remedies if a dispute or issue arises over Online Payments, or if it does not receive full payment for an Order. In particular, but without limitation to any other remedies, if the Payment Processing Company or the paying bank rejects or reverses payment for an Order, or if ParkLU does not receive full payment for an Order. ParkLU may in its discretion:
      1. reject such Order;
      2. suspend or terminate the provision of Services specified in such Order; and/or
      3. claim against the Brand for the full price of the Order as a debt.
    8. The Brand agrees that ParkLU shall be entitled (without any obligation to deliver prior notice to or obtain consent from the Brand) to set-off and deduct from any amounts due to the Brand in a Service Package or Subscription, all sums owed by the Brand to ParkLU under any and all Contracts and other agreements.
  6. Service Packages and Subscriptions
    1. A Service Package or Subscription must only be used by the Brand and for the Brand’s own company. The Brand shall not apply its Service Package or Subscription for the benefit of any other company, including any subsidiary or related corporation of the Brand. Sharing, reselling or transfer of a Subscription is strictly prohibited, except with consent from ParkLU. ParkLU reserves the right to terminate the Service Package and Subscription immediately without liability or refund, where there is a breach of this Clause 6(a).
    2. From time to time, ParkLU may offer different terms for Service Packages and Subscriptions. Service Packages and Subscriptions are non-refundable except as expressly set forth below.
    3. Unless the Brand notifies ParkLU before the renewal date of its Subscription, the subscription will automatically renew and the Brand authorizes ParkLU to collect the then applicable subscription fees, using any valid payment source on record.
    4. Free Trials: Free trials of ParkLU Services may be offered from time to time. The Terms and Conditions of such free trials shall be contained in the offer. No refund of any amount paid shall be granted under any of the following circumstances:
      1. the accurate conversion of a free trial to a paid service; the accurate collection of any fee for subscription service; or
      2. the accurate collection of fees or other payment for any other product or service. For annual subscriptions, customers must contact ParkLU directly at hello@shoplineapp.com to cancel the membership.
    5. Termination/Cancellation Policy: If you are enrolled in an annual plan, you may choose to cancel your plan at any time prior to the end of the year-commitment with thirty (30)]calendar days’ notice. During such 30-day notice period, you will continue to have access to the Website and services and will be charged for the 30-day period. The 30-day notice period is not a penalty or a liquidated damages provision, but rather, an alternative option available to you to comply with your obligations under the Terms and Conditions.
  7. Collaborations
    1. The Brand shall only submit, upload or publish Collaborations on the Site for its own company and no other person or entity.
    2. The Collaboration will be published on the Site until the Expiry Date, unless in any case where the Collaboration is removed, suspended or terminated by ParkLU in accordance with its rights under these Conditions. The Brand understands and agrees that ParkLU has no control over any site other than the Site and shall not in any event be responsible or held liable for any expired Collaborations which appears on any site other than the Site.
    3. The Brand undertakes to ensure that its Collaboration(s) complies with all applicable laws, regulations, guidelines or policies.
    4. Without limiting the generality of Clause 7(c), the Brand shall ensure, represent and warrant that:
      1. all information contained in a Collaboration is true, complete, accurate and not misleading in any manner whatsoever;
      2. the contents of any Collaboration, including any company trade mark or logo or graphics or other materials included in the Collaboration, does not infringe or violate any applicable laws and regulations, the intellectual property rights or proprietary rights of a third party; and
      3. any links included in its Collaboration(s) leads to its website and that it will not include any links to third party websites in its Collaboration.
    5. By submitting, uploading or publishing a Collaboration on the Site, the Brand warrants and agrees that:
      1. it is authorized to submit, upload and publish the Collaboration(s) on the Site, and that it has obtained and will maintain all necessary approvals, licences and consents required for the submission, uploading and publication of the Collaboration(s) on the Site;
      2. all information, materials and attachments submitted through the Site or otherwise provided to ParkLU shall be in compliance with all applicable laws and regulations; all information, materials and attachments submitted through the Site or otherwise provided to ParkLU is free from any Virus;
      3. it will not use the Site or Services in a manner or for any purpose that is illegal, immoral or offensive;
      4. it complies with and will continue to comply with all the terms set out in these Conditions, including Clauses 7(a), 7(c) and 7(d); and
      5. it is authorized to use its company logo and that the company logo does not infringe or violate any applicable laws and regulations, the intellectual property right or proprietary rights of a third party.
    6. In the event that the Brand is in breach of Clauses 7(a), 7(c), 7(d), 7(e) or 7(f), ParkLU shall be entitled to remove or amend the Collaboration from the Site based on its sole discretion and without any obligation to deliver a prior notice or obtain consent from the Brand and/or may require the Brand to amend any part of such Collaboration in accordance with its directions in order to comply with the Conditions before it permits the re-publication of the Collaboration on the Site. For the avoidance of doubt, ParkLU shall have no liability for the removal or maintenance of such Collaboration and shall not be obliged to extend the publication period of such Collaboration on the Site.
    7. ParkLU reserves the right to suspend, reject, remove or cancel any Collaboration at its discretion without liability or refund, including where:
      1. the Brand uses a company name and logo in the Collaboration, which ParkLU believes does not belong to the Brand;
      2. the Brand includes a URL or hyperlink on its Collaboration which leads or otherwise re-directs the user to a third party website;
      3. the Collaboration is discriminatory, offensive or misleading; or
      4. the Collaboration otherwise in breach of any provisions of Clause 7(c) and Clause 7(d).
  8. Indemnity
    1. The Brand shall indemnify, and hold harmless ParkLU, its associated companies, officers, directors, employees, agents, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors and assigns from and against any claims, actions, demands, injuries, liabilities, losses, damages, costs and expenses (including legal fees and litigation expenses on a full indemnity basis) arising from or relating to Brand’s use of the Services or Site or its contents or their breach of these Conditions, to the fullest extent permitted by applicable law.
  9. No Warranties
    1. The Site and Services are provided on an “as is” basis by ParkLU and ParkLU retains its absolute right to change or vary the Site design, taxonomy of the Site from time to time without prior notice. ParkLU makes no warranty in respect of the Services or Site, express or implied, including any implied warranties of merchantability, satisfactory quality, compliance with description, fitness for a particular purpose and non-infringement, or that the Services or Site will be uninterrupted, timely or free from error or Virus and ParkLU disclaims all such warranties to the fullest extent permitted by applicable law.
    2. Without limiting the generality of Clause 9(a), ParkLU does not warrant or guarantee:
      1. the truth, accuracy, reliability or completeness of collaborations, listings, or other information or content submitted by users of its Site (“User Content”), and such User Content should be used, accepted and relied upon only with care and discretion and at the Brand’s own risk; or
      2. that any Collaboration will be viewed by any specific number of persons or by any specific user or will result in successful collaboration.
  10. Exclusion & Limitation of Liability
    1. The Brand acknowledges and agrees that ParkLU only provides an online platform for Brands to publish Collaborations on the Site. ParkLU does not endorse or recommend and has no control over any influencer or other user of its Site and Services, or third parties (collectively “Third Parties”), including the misrepresentation, fraud, breach of contract, tortious or illegal acts or omissions of any Third Parties, and the Brand agrees and undertakes to use its own judgment and discretion in its dealings through the Site or Service.
    2. In no event shall ParkLU be liable to the Brand or any third party for:
      1. any acts or omissions of Third Parties, including any unauthorized copying, reproduction, adaptation, publication, distribution or other use of the Collaboration on any site except the Site;
      2. any decision made by the Brand, Third Parties or other third party arising from or in connection with the use of the Site or Services;
      3. any information, tools, content or links which may be accessed or is otherwise made available on its Site or through its Services;
      4. any scheduled and unscheduled outages of web servers, equipment, wide area and local area networks, and telecommunications links, including suspension of the Site or any Service for maintenance;
      5. slowdowns in server response times, server performance, or loss of bandwidth;
      6. security breaches and loss of data;
      7. any Virus;
      8. any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions, or any loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if ParkLU has been advised of the possibility of such loss or damage; or
      9. any act, neglect, omission or wilful default of a third party service provider or subcontractor of ParkLU, regardless of whether such third party is authorized by ParkLU.
    3. The total liability of ParkLU to the Brand for any and all claims whether by the Brand or by any other person and howsoever arising in connection with or arising out of the provision of Services or resulting from the breach of the Contract and/or these Conditions by ParkLU shall not in any event exceed the fees received by ParkLU in respect of the Service giving rise to such claims.
  11. Suspension and Termination of Services
    1. The Brand agrees that ParkLU has the right in its sole and absolute discretion and without notice to restrict, suspend, or terminate the Brand’s use or access to all or any part of the Services, and/or to terminate, deactivate or suspend the Brand’s account, without assigning any reason.
    2. The Brand agrees not to hold ParkLU liable or responsible for any loss or damage incurred by the Brand arising out of or in connection with the restriction, suspension and/or termination of the Service(s) or the Brand’s account.
  12. Force Majeure
    1. ParkLU shall not be liable for or be deemed to be in breach of the Contract and/or these Conditions by reason of any failure in performing any of its obligations under the Contract and/or these Conditions during any period in which performance is delayed by any Force Majeure Event.
    2. ParkLU shall notify the Brand of any delay or failure arising through any Force Majeure Event and shall use its reasonable efforts to provide the Services as soon as practicable. The Brand shall not terminate the Contract by reason of any such delay or failure.
  13. Amendment
    1. ParkLU reserves the right to change these Conditions without prior written notice at any time, at ParkLU’s sole discretion, by posting a copy of the amended Conditions on the Site. The amended Conditions shall be effective upon posting on the Site.
    2. Any attempt to modify, supplement or amend these Conditions by the Brand will be null and void, unless expressly agreed to in writing by ParkLU.
  14. Complete Contract
    1. The Contract and these Conditions represent the entire understanding between ParkLU and the Brand concerning the sale and supply of the Services, and shall form the exclusive statement of all the matters covered by the Contract and these Conditions. Any and all previous course of dealings, written or oral understandings, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Contract and/or these Conditions are hereby superseded.
    2. Any term or condition of the Brand’s Order which is in any way inconsistent with or in addition to these Conditions shall not be applicable or binding on ParkLU, unless otherwise agreed in a written agreement signed by Brand and ParkLU, and any failure by ParkLU to object to the said term or condition shall not be considered a waiver of these Conditions.
  15. Assignment
    1. The Brand shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of ParkLU. Any such unauthorized assignment shall be deemed null and void.
    2. ParkLU may assign or transfer the Contract or any of its rights and/or obligation hereunder, whether in whole or in part to a third party provided that ParkLU is in the process of restructuring, rehabilitation, merger, acquisition or amalgamation with the other partner/party.
  16. No Waiver
    1. No failure on the part of ParkLU to exercise, and no delay on its part in exercising, any right or remedy under the Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy by ParkLU.
  17. Illegality
    1. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the Parties, it will be struck out and the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
  18. Rights of Third Parties
    1. A person or entity who is not a Party to the Contract shall have no right to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of the Contract.
  19. Governing Law and Jurisdiction
    1. These Conditions shall be construed in accordance with, and governed by, the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”).
    2. Any dispute, controversy or claim arising out of or relating to these Conditions including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Clause:
      1. The appointing authority shall be Hong Kong International Arbitration Centre (“HKIAC”). The place of arbitration shall be in Hong Kong at HKIAC.
      2. There shall be only one arbitrator. The language to be used in the arbitral proceedings shall be English.
    3. In the event of any breach of these Conditions by a party, the other party shall be entitled to remedies in law and equity as determined by arbitration.
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