Terms & Conditions

Last Updated APRIL 2023

This Terms of Service (“Terms”) is made and entered into by and between Asiamind Netcom Group Limited, better known as AAI Marketplace (“AAI”), incorporated and registered in Hong Kong with business registration number 68523898 whose business address is at Suite 2311, 23/F BEA Tower Millennium City 5, 418 Kwun Tong Road., Kwun Tong and the entity or person agreeing to these terms ("Customer").

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND AAI MARKETPLACE (“AAI”) AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “AAI,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH AAI RELATED TO THE PLATFORM.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

AAl reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of Platform

Our Platform is provided through a rebranding service agreement with a US software vendor, and provides a multitude of products integrations and services (the “Services”) on the Platform, which you may subscribe to through the Platform. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform, subject to your compliance with these Terms.

1.1. Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

1.2. Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account and to update such information as necessary. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.

1.3. Intended Use. You may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and assigned users who use of the Platform; (iii) You are fully responsible for the use of the Platform by your assigned users; (iv) You, your employees, agents and assigned users will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and assigned users and confirm that all employees, agents, and assigned users understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to AAI, including, but not limited to, any code provided to customize the Platform for your assigned users; (vii) You will be solely responsible for your use of the Platform and all content and activities conducted under your account, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your assigned users will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider; (viii) You are solely responsible for all content and activities conducted under your account, including the content and activities of your End Users. You agree not to use the Platform for any illegal, harmful, or offensive purposes, or to transmit, store, display, or otherwise make available content that is illegal, harmful, or offensive.

1.4. Privacy. By using the Platform and providing Information on or through the Platform, you consent to AAI’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that AAI has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you access and use the Platform, you agree to our Privacy Policy, which are incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices with respect to your data and personal information.

1.5. Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify AAI immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. AAI reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in AAI’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials.

1.6. Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. AAI is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. AAI is a technology platform communication service application provider ONLY. AAI does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your assigned users, whether generated by You or sent automatically via the Platform at Your direction.

1.7. Third Party Services. The Platform may leverage or include access to Third Party Services. AAI is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and AAI is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), AAI reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability. AAI disclaims all liability related to outages or downtime of Third Party Services.

1.8. Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of AAI. AAI is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

1.9. Customizations. Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with your customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. AAI may remove any of your modifications at any time without advance notice and without liability to you.

1.10. Excessive Use Restrictions. We provide access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in AAI’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if AAI’s operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

1.11. Platform Updates. AAI reserves the right to make updates or changes to the Platform at anytime, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on AAI’s delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any third-party services.

1.12. International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. AAI makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.

2. Prohibited Uses

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of this Agreement for which AAI may immediately suspend or termination your Platform Account in accordance with these Terms:

• Use of the Platform in any way that violates any applicable law or regulation.

• Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.

• Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

• Use of the Platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

• Impersonating or attempting to impersonate AAI, an AAI employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

• Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform

• Engaging in any conduct that would may, as determined by AAI, harm Platform users or AAI, or expose either to liability.

• Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.

• Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

• Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without AAI’s prior written consent.

• Use of any device, software or routine that interferes with the proper working of the Platform.

• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.

• Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempting to interfere with the proper working of the Platform.

3. Payment

Our Services are offered on a subscription basis. You agree to pay the applicable subscription fees for the Services in accordance with the pricing and payment terms presented to you during registration.

a. Fees. Your use of the Platform is subject to the timely payment of all Fees. Fees may change from time to time. All Fees are exclusive of Communication Surcharges. You will pay all Communications Surcharges associated with your use of the Platform. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are nonrefundable. Fees will be billed to the credit card we have on file. Fees for subscriptions will be billed in advance of Services. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 14 days of the change.

b. Non-cancellable Fees. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.

c. Taxes. You are exclusively responsible for taxes and other governmental assessments (“Taxes”) associated with your use of the Platform. AAI may collect Taxes from you as part of the Fees as legally required or as AAI deems appropriate, and all AAI determinations regarding what Taxes to collect are final. AAI may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify AAI for all Claims related to Taxes that are associated with your activities on the Platform. Taxes are nonrefundable.

d. Overdue Amounts. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

e. Payment Disputes. You will notify us in writing within thirty (30) days of the date we bill you for any invoiced Fees or charges that you wish to dispute. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All AAI determinations regarding your obligation to pay invoiced Fees and charges are final.

f. No Refunds or Credits. Except as described below, all Fees assessed by AAI are non-refundable. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. AAI does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. If you sign up for a subscription but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription. Except as may be required by law, AAI reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and AAI’s determination of if and when to issue or deny a refund or credit is final.

g. Cancellations. You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

h. Your Responsibility For Financial Transactions. You are solely responsible for all financial transactions you and your assigned users engage in on the Platform or using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your assigned users, regardless of the reason for the chargeback.

4. Intellectual Property

4.1. Platform Content. The Platform and Platform Content are the property of AAI or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Except for the limited rights granted in these Terms, we and our licensors retain all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in these Terms. Platform Content does not include User Contribution(s), as defined below. AAI grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your assigned users. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of AAI is strictly prohibited.

4.2. AAI Marks. AAI Marks are trademarks and services marks of AAI and may not be used without advance written permission of AAI, including in connection with any product or service that is not provided by AAI, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents AAI. You may not remove any AAI Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature AAI Marks, with or without authorization, and such usage of AAI Marks does not constitute or imply any approval, sponsorship, or endorsement by AAI.

4.3. User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant AAI, our service providers and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. You also grant AAI the right to use Your Information and User Contributions to improve the Platform, develop new services, and/or improve AAI’s overall product offerings and business model. AAI is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. AAI is not responsible for any failure or delay in removing User Contributions that violate the Terms. AAI reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.

4.4. Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

5. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT AAI HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFROMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT AAI IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

AAI MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

AAI ALSO RESERVES THE RIGHT TO CHANGE ITS RESPECTIVE REBRANDED SUPPLIERS OR SUB-CONTRACT TO RELEVANT SUPPLIERS IN THE EVENT OF ANY LICENSING ISSUES. ANY SUCH CHANGES TO REBRANDED SUPPLIERS OR SUBCONTRACTORS SHALL NOT AFFECT AAI'S OBLIGATIONS UNDER THIS AGREEMENT.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

6. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL AAI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold AAI harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, or assigned users; (b) any breach of or default under these Terms by you, your employees, or assigned users; (c) the wrongful use or possession of any AAI property by you, your employees, or assigned users; (d) any negligence, gross negligence or willful misconduct by you, your employees, or assigned users; (e) misrepresentations by you, your employees, assigned users (f) violation(s) of applicable law by you, your employees, or assigned users, (g) your actions and the actions of your employees, or assigned users; (h) the acts or omissions of you, your employees, or assigned users in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between you and other users.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

7. Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN TWO (2) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

8. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to AAI for which monetary damages would not be an adequate remedy, and AAI shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

9. Waiver And Severability

You agree that a breach of these Terms will cause irreparable injury to AAI for which monetary damages would not be an adequate remedy, and AAI shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by AAI of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of AAI to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

10. Change of Control

AAI may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without AAI’s prior written consent which may be withheld at AAI’s sole discretion.

11. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and AAI with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of AAI.

AAI may enter into a separate agreement with you. The terms of any separate agreement between you and AAI will be considered a part of your entire agreement with AAI. To the extent there is a conflict between these Terms and the terms of your separate agreement with AAI, your separate agreement with AAI will control.

12. Term and Termination

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

12.1 The initial subscription term of the Services shall commence on the Commencement Date, that is:

(a) if the Customer has not registered for Trial Services,

(i) the date on which the Customer has completed and submitted its Order for the Services on AAI’s product website; or

(ii) such other date as determined by AAI in its sole discretion in the event that the Customer has made an Order for the Services through means other than that described in Clause 12.2(a)(i); or

(b) if the Customer has registered for Trial Services, the date on which the Free Trial Period expires pursuant to Clause 13.2., and shall continue for a period of 1 month (the Initial Subscription Term) if no cancellation request is received by AAI before the end of the applicable Free Trial Period.

12.2 Following the expiry of the Initial Subscription Term, the Subscription Term shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:

(a) The Customer notifies AAI of termination, in writing, at least 14 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription Term and these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with Clause 12.4 or other provisions of these Terms; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.3 These Terms shall terminate automatically upon the expiry or termination of the Subscription Term. Without prejudice to the generality of the foregoing and without affecting any other right or remedy available to it, AAI may terminate the Subscription Term and as a result, these Terms, with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due or owed to AAI under these Terms within 10 days after the applicable due date for such payment;

(b) the Customer or any of its Authorised Users breaches any of these Terms;

(c) AAI reasonably believes that the Customer has violated any applicable laws, or engaged in any fraudulent or deceptive activity, in connection with the Customer’s use of the Services; You agree that AAI, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. AAI reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

(d) the Customer enters into liquidation, administrative receivership, bankruptcy or make any voluntary agreement with the Customer’s creditors or are unable to pay the Customer’s debts as they fall due;

(e) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(f) AAI, at its sole discretion, terminates its provision of or access to the Services (1) in the jurisdiction or industry sector or field of business in which the Customer operates or engages business; or (2) for all of its users or customers.

12.4 On termination of the Subscription Term or these Terms for any reason:

(a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to AAI;

(c) upon AAI’s request, the Customer shall use all reasonable efforts to return or destroy all Confidential Information belonging to AAI;

(d) the Customer will delete any software and remove from the Services any application and Customer Data;

(e) AAI may destroy or otherwise dispose of any of the Customer Data; and

(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.5 The Customer shall not be entitled to and AAI shall not provide any refunds or credits for any partial subscription periods if the Customer’s subscription is terminated halfway through the Initial Subscription Period or any subsequent Renewal Period.

12.6 No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. AAI is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

12.7 How to Terminate or Make Adjustments. If you, for any reason, would like to terminate your access to the Platform or make adjustments, AAI requires written notice at least 45 days before your next billing date.

12.8 No Termination by Third Party Users. Any user who has been given access to the Platform by any party other than AAI must contact the party who originally provided access to the Platform for any inquiries related to termination.

12.9 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

13. Trial Services

13.1 Where the Customer submits an Order for Trial Services through AAI’s product website or at it’s affiliate link, or otherwise executes an Order for the same, AAI will make such Trial Services available to the Customer on a limited trial basis free of charge until the earlier of (a) the end of the applicable Free Trial Period; (b) the Commencement Date of any Services ordered by the Customer in substitution of such Trial Services; (c) the termination of the Services by the Customer pursuant to Clause 13.5 of this Agreement.

13.2 The Free Trial Period shall commence at the moment when the Customer has completed and submitted its Order for the Trial Services together with its payment details at AAI’s product website or at it’s affiliate link. The Free Trial Period may be suspended or extended at any time for any such period as determined by AAI in its absolute discretion.

13.3 In order to facilitate the installation, set-up and configuration of the Trial Services, the Customer shall provide AAI with (i) all necessary co-operation and assistance as AAI may request and (ii) access to the Customer’s information technology systems or any other information, including but not limited to Customer Data. The Free Trial Period shall carry on and continue to run notwithstanding any delay or failure on the part of AAI to provide or perform the Trial Services which is, either wholly or partly, caused by the Customer’s own omission, non-performance or failure to observe the foregoing obligations stipulated under this Clause 13.3.

13.4 AAI shall grant the Customer, during the Trial Services, a non-exclusive, non-transferable right to access and use the Trial Services for the Customer’s internal evaluation purposes and not for any business or productive purposes. Any data the Customer enters into the Trial Services and any configurations made to the Trial Services by or for the Customer during the Free Trial Period will be permanently lost unless the Customer: (a) has purchased a subscription to the same Services as covered by the Trial Services; or (b) exports such data or configurations before the end of the Free Trial Period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Services, and Customer should review the features and functions of the Services before making a purchase. AAI will be under no obligation to provide the Customer any maintenance or support services with respect to the Trial Services. AAI may, in its sole discretion, discontinue Trial Services at any time.

13.5 Notwithstanding anything to the contrary, AAI provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the maximum extent permitted by law, AAI disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or AAI’s breach of these Terms with respect to such Trial Services is termination of the Trial Services.

13.6 AAI will require the Customer to provide its payment details to access and start the Trial Services. By providing such details the Customer agrees that AAI may automatically begin charging the Customer the Subscription Fees for the Services that the Customer has subscribed to immediately following the expiry of the Free Trial Period on a recurring monthly basis or another interval that AAI discloses to the Customer in advance. If the Customer does not cancel the Services before the end of the Free Trial Period, the Customer loses its right of withdrawal and authorizes AAI to automatically charge the Customer for the Subscription Fees. If the Customer does not want this charge, the Customer must cancel the Services before the end of the Free Trial Period by informing and contacting AAI. The Services shall not be deemed to have been cancelled unless and until AAI confirms to the Customer such cancellation in writing. The Customer acknowledges that (i) there will be no cooling-off period once the Initial Subscription Term commences following the expiry of the Free Trial Period, and (ii) there will be no full or partial refund(s) for the Subscription Fees once charged.

14. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of Hong Kong will govern these Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Hong Kong.

Any controversy or claim arising out of or relating to these Terms shall be exclusively referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. This arbitration provision is governed by and construed in accordance with the law of Hong Kong. The seat of arbitration shall be Hong Kong and the language shall be in English. All proceedings will be confidential and there will be one arbitrator only.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

15. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to AAI must be sent to hello@aaimarketplace.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

AAI may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from AAI, you can click on the “unsubscribe link” provided in such communications or contact us at hello@aaimarketplace.com.

When you create a Platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. AAI will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from AAI, do not respond to the email and notify AAI by emailing us at hello@aaimarketplace.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at hello@aaimarketplace.com.

16. Definition

16.1. “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

16.2. "Feedback” means ideas You provide to AAI regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other matters related to AAI’s business.

16.3. “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

16.4. "AAI Marks” means the AAI name and related logos and service marks of AAI.

16.5. “Information” means data about You and Your assigned users that AAI collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

16.6. “Login Credentials” means the username and password used to access your Platform Account.

16.7. “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through AAI’s website or mobile application.

16.8. “Platform Account” means the account you created in order to access and use the Platform.

16.9. “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

16.10. “Prohibited Conduct” means the behaviors described in Section 2.

16.11. “Services” means the variety of product integrations and services that AAI makes available on the Platform. Services may include Third Party Services.

16.12. “Sub-Account” means a subscription for one business under a Platform Account.

16.13. “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.

16.14. “Third Party Services” means any Services or other services owned and provided by a third party vendor that AAI makes available to You as a Service on or through the Platform.

16.15. “Training” means any training, information or suggested usages conveyed by AAI about the Platform.

16.16. “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to AAI directly.

16.17. “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.