Updated November 1, 2018.
These General Terms and Conditions of Sale (“T&C”) together with the Order Confirmation and Special Terms (as defined in the Order Confirmation), if any, constitute the entire “Agreement” between the parties. This Agreement shall govern Customer’s access to and use of the Site (as defined below) and the PARKLU products and services purchased by Customer as listed in the Order Confirmation (collectively, “PARKLU Services”). The PARKLU Services are provided by Park Lu Limited and its affiliate Park Lu Consulting (Shanghai) Limited (collectively, “PARKLU”) and its third-party providers, as applicable, on and through the domain and sub-domains of www.parklu.com (collectively, the “Site”). To the extent of any inconsistency between the T&C, Special Terms and the Order Confirmation, the Special Terms shall take precedence, followed by the T&C and then the Order Confirmation, unless otherwise agreed by the parties.
2. Right of Use
b) Customers who are marketing or public relations agencies may use the PARKLU Services on behalf of their clients but only if all of the following conditions are met: (i) Customer agrees that PARKLU and its licensors and/or providers are not parties to the agreement between Customer and its client; (ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s clients; (iii) the agreement between Customer and its clients is at least as restrictive and protective of PARKLU’s and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in delivering and providing the Customer’s agency services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws.
Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the PARKLU Services, and for paying all third-party fees and access charges incurred while using the PARKLU Services.
4. Account and Password
Customer will receive a password to log in to the Site and access the PARKLU Services. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform PARKLU of any unauthorised use of the Customer’s account.
5. Product-Specific Terms and Conditions
If Customer purchases the following PARKLU Services, the following applicable terms and conditions listed below shall apply, in addition to all other terms of this Agreement:
a) PARKLU Subscription: Customer represents that it has read, understands, and agrees to be bound by the terms and conditions located at http://www.parklu.com/terms.
b) PARKLU Full Service: Customer will abide by the terms set out in the Order Confirmation. PARKLU Full Service provides service hours for a defined Scope of Work. If Customer confirms any changes in Scope of Work, then PARKLU will notify Customer of additional fees incurred.
c ) PARKLU KOL Payment Service: Customer will abide by the terms set out the Order Confirmation. PARKLU will issue payments to influencers (“KOLs”) upon completion of the campaign terms approved by the Customer on the Site.
6. Third Party Sites and Third-Party Content
PARKLU Services may include links to third party websites (“Third Party Sites”). Customer is responsible for evaluating whether to access or use a Third Party Site and agrees to be bound by any applicable terms found therein. PARKLU does not screen, audit or endorse any Third Party Sites. PARKLU shall not assume any responsibility for the content, advertising, products or other materials (“Third Party Content”) on Third Party Sites. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit Third Party Content except in strict compliance with the rights, if any, granted to Customer by any third party. Customer warrants that all content uploaded and distributed via the PARKLU Services by Customer shall comply with all applicable laws. PARKLU will terminate the account of any Customer, and block access of any user, who infringes any PARKLU or third party intellectual property right.
7. Invoicing and Payment
a) Prior to the start of each contract term, Customer will be invoiced for the full amount due. Customer shall pay all invoices within fourteen (14) days after the invoice date. Except as provided in Section 7.4 below, all payment obligations are non-cancellable, and all fees paid by Customer are non-refundable.
b) Unless otherwise stated, PARKLU’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of PARKLU Services. If PARKLU has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides PARKLU with a valid tax exemption certificate from the appropriate taxing authority.
c ) If Customer fails to pay any fees on time, PARKLU reserves the right to charge a late payment fee calculated at a rate of fifteen percent (15%) per annum, and/or suspend or terminate access to PARKLU Services, with three (3) days notice to Customer.
d ) In the event PARKLU materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the