1. The agreements made between the Merchant and us shall include this Merchant Agreement for services platform and any application forms or texts of the agreement signed by the Merchant.
2. In this Agreement, any reference to:
   
   (a) “we”, “us” or “our” are Cherrypicks Limited (“CP”);
   
   (b) “Merchant” or “Merchant’s” is to our merchant members;
   (c) “Agreement” is to the Merchant Agreement made between the Merchant and us for the use of the “Tipic” Mobile Services Platform and the terms of use updated from time to time. 
3. This Agreement shall come into force on the commencement date.
4. The Merchant commits to accept and comply with the content of this Agreement. If the Merchant does not agree to this Agreement, the Merchant should stop the application procedures or stop using the services of the platform.
5. We reserve the rights to vary, amend, modify, abolish or add from time to time any terms and conditions of this Agreement, and we shall make an announcement by way of publishing on the platform without any separate notices for the Merchant. Once announced on the platform, the content and rules of the Agreement as varied shall come into force automatically. If the Merchant does not agree to the relevant variations, the Merchant should stop using the services of the platform immediately and inform us by notice in writing. If the Merchant continues to use the services of the platform, it indicates the Merchant’s agreement to the content and rules of the Agreement as amended.
6. We reserve the rights to ultimately accept or decline the applications of the Merchant for this services. 

Services of Platform

1. The Merchant may upload images and push messages, e-stamp details through the “Tipic” Mobile Services Platform. The Merchant authorizes us and / or the service provider of this service to store, transmit or otherwise process any content uploaded by the Merchant on the “Tipic” Mobile Services Platform.
2. Once connected, downloaded the mobile application and set the account information, content of e-stamps, the Merchant can immediately enjoy the “Tipic” Mobile Services Platform which includes the following services:
   
   (a) Merchant version of ”Tipic” Mobile Application
   (b) “Tipic” Merchant Management Platform (Website version)
3. The Merchant shall provide accurate and correct information and data. If there are any errors or omissions, we shall assume no responsibilities and we shall have all final rights on the uploading of publicity material designs and content organization etc. The Merchant authorizes us and / or the service provider of this service to transmit or otherwise process and publish any content uploaded by the Merchant on the “Tipic” Mobile Services Platform, or to provide to third parties for advertising purpose. If the Merchant does not agree to provide any content uploaded on the “Tipic” Mobile Services Platform to third parties for advertising purpose, the Merchant may at any time raise an objection to us by writing.
4. We may at any time change or cancel some or part of the services on the “Tipic” Mobile Services Platform in light of the factors such as the changes of technology, the services having become outdated, the introduction of new or different product features or the replacement of content providers etc. and when it is necessary to cancel, replace or enhance the content.

The Merchant’s Account on Services Platform

1. After examination with our consent and the relevant application procedures, we will provide the Merchant with an independent account of “Tipic” Merchant Management Platform (“Account” or “Accounts”) and a password. The Merchant will be able to create additional users to access the “Tipic” Merchant Management Platform and create the users with account and passwords to access the Merchant version of “Tipic” Mobile Application. The Merchant should be responsible on its own for the security of the password and for any acts undertaken through that Account and password.
2. Where any person can provide the relevant Account name and password, we will allow that person to know about the Account information of the Merchant and to change the Account content or services.
3. Except with our consent, the Account and password shall not be assigned, gifted or inherited in any manners. If it is discovered that any person is misusing the Account or otherwise likely to be endangering the security of the Account or the platform, the Merchant should inform us immediately in an effective manner of requesting us to suspend the relevant services. We shall assume no responsibilities for the consequences of any actions taken (including but not limited to any losses of the Merchant).The Merchant should accurately furnish and timely update the contact information they provided, for example the email addresses, contact numbers and addresses etc., for our effective communication with the Merchant. The Merchant should be absolutely and solely liable for any losses or increases of costs arising from the course of using the services of the platform on the part of the Merchant due to the failure in the communication with the Merchant through these contact channels. The Merchant should assume all liabilities and should be liable for the damages for any losses caused to us.
4. When applying for participating in the services of the platform or at the time of registration, the Merchant should accurately provide and timely update the information according to the directions given on the web page about registration, so as to make that information true, timely, complete and accurate. If there are any reasonable grounds for suspecting that the information provided by the Merchant are erroneous, untrue, outdated or incomplete, we shall have the rights to give an notice for inquiry and/or for request of a correction, and we shall have the rights to handle by way of deleting the corresponding information directly, or even to terminate in full or in part the use of the services of the platform on the part of the Merchant. We shall assume no responsibilities thereof, and the Merchant will be liable for any direct or indirect expenses arise therefrom. The Merchant should assume all liabilities and should be liable for the damages for any losses caused to us, the platform operator and the visitors / customers.
5. The Merchant shall be liable at its own expenses for all tax payables arising from the course of using the services of the platform on the part of the Merchant and the costs of all hardware, software, services or otherwise except for those provided by this services platform.

Restrictions of Services Platform

1. The Merchant is required to purchase the mobile communication equipment or devices on its own in order to enjoy the services provided by “Tipic” Mobile Services Platform and understands and agrees that such mobile communication equipment do not constitute part of this Agreement. The Merchant shall be responsible for ensuring that such mobile communication equipment or devices are compatible and could be used with the “Tipic” Mobile Services Platform.
2. The “Tipic” Mobile Services Platform must connect with WIFI or mobile network for use. Therefore, the services of the “Tipic” Mobile Services Platform may be affected by the quality of WIFI or the mobile network.
3. We will provide services to the Merchant with due care and skills, but we are not able to guarantee the continuance and error-free of the services. In the circumstances, the Merchant may not be able to continue to use the “Tipic” Mobile Services Platform, or the messages may not be able to be delivered, or the quality of services may be affected, for examples:
   
   (a) It is necessary for us to upgrade, repair or otherwise perform works to the “Tipic” Mobile Services Platform;
   
   (b) On the ground of factors that beyond our control, such as the performance or functional issues of the mobile phones or other devices of the Merchant’s, regulatory requirements, insufficient capacity, interruption of services on the part of the other suppliers, malfunction of other communication networks, influence of weather, or radio interference caused by physical obstacle.

Charges and Payment

1. We may provide different subscription plans from time to time, and the subscription costs, as well as other fees and levies, may fluctuate. Any changes in subscription fees will be provided to the merchant with advance notice to allow the merchant to cancel the subscription before the change becomes effective.
2. Except as specifically set forth below or as otherwise notified in writing by us, all fees and charges paid to us are non-refundable.
3. To pay for any incurred and recurring fees, the merchant may be required to keep a valid payment method on file with us. The subscription will automatically renew, and the merchant permits us to collect the then-applicable fees from the merchant using any valid payment source we have on file.
4. We reserve the right to set off and apply any and all monies or credits owed to merchants against any and all of the merchant’s obligations to us, whether or not the merchant’s such obligations arise from these terms or any invoices, orders, agreements, or contractual relationships between the merchant and us or any of our affiliates.
5. We offer “Tipic” services to merchants on a free trial basis (“Free Trial”) for a period of time specified at our discretion. No refund of any amount paid shall be granted under any circumstances during the “Free Trial” period.
6. A monthly subscription fee of HKD500 shall be charged on the first day after the free trial period. For example, merchant A joins the free trial on 1 Jun, then 1 Sep shall be the first day of the first billing cycle after the free trial and HKD500 will be charged on 1 Sep.
7. At the end of each billing cycle, the merchant’s subscription will automatically renew under the exact same conditions unless the merchant cancels it or we cancel it. Merchants may inform us by notice in writing for cancellation of the subscription renewal.
8. We may terminate the Services and the merchant’s account if the account is used for illegal, improper, defamatory or unlawful purposes. Termination by Cherrypicks Limited of the Terms shall be without prejudice to any rights or obligations, which arose prior to the date of termination.

Using the Services Platform Responsibly

1. The Merchant shall not use the services platform or allow any other persons to use the services platform for illegal, improper, defamatory or unlawful purposes. For examples:
   
   (a) fraudulent, criminal or any other illegal activities;
   
   (b) to infringe the rights, including copyright or other intellectual property right, of another person in any manners;
   
   (c) to copy, store, alter, separately publish or separately distribute the content in the services platform except that the Merchant have already obtained our permission;
   
   (d) to download, transmit or upload oversize or excess content or to download, transmit or upload content frequently which causes inconvenience to other users;
   
   (e) to impair any securities or other protections in any manners or to otherwise damage or interfere the services platform;
   
   (f) to use for the purposes of damaging us or our reputation or subjecting us or our reputation to any detriments;
   
   (g) to transmit messages of obscene, offensive, threatening, abusive, disturbing or menacing nature.
2. The Merchant must cooperate with us, follow reasonable directions, ensure the proper use of the Merchant’s Accounts and keep the Merchant’s Accounts confidential. When using the services platform, the Merchant must comply with the laws or regulations of Hong Kong and the conditions of use that the platform issues or updates from time to time.
3. We may restrict the use of the services platform (for example the messaging services or storage services), for example, we may restrict the message capacity or storage.

Suspension or Termination of Services

1. We may at any time suspend or terminate the Merchant’s Accounts or any or all services if:
   
   (a) the Merchant fails to perform any terms in the Merchant Agreement;
   
   (b) We receive any serious complaints about the Merchant and we believe that the complaints are substantiated;
   
   (c) Any third-party suppliers cease to supply any of such things to us as are necessary for us to provide the Merchant with the services;
   
   (d) We consider that it is necessary to protect the standard or stability of the services platform;
   
   (e) The services platform or any relevant equipment has any failures or requires any enhancement or repair works;
   
   (f) In our reasonable opinion we believe that there is or there has been unauthorized, unlawful usage of the services platform or the services platform is or has been used by any fraudulent means or in any unreasonable manners, or the Merchant is causing or may cause damages or interferences to the services platform when using it;
   
   (g) The Merchant has become bankrupt, been wound up, entered into bankruptcy management, been received or been regarded as insolvent;
   
   (h) Any information submitted by the Merchant under or in pursuance of this Agreement is found to be false or untrue, or we have reasonable grounds to believe that the information concerned is false or untrue.
2. In the event that we allow to suspend the Merchant’s Accounts or services in pursuance of the terms of this Agreement, all Accounts of the Merchant and services will be suspended.
3. After the termination of services, the Merchant agrees that we and/or the service provider of the service still enjoy the rights:
   
   (a) To continue to retain the registration information of the Merchant and all transaction information during the period in which the Merchant used our services of the platform for a period of two years after the termination of services;
   
   (b) To claim the Merchant if there were any illegal conducts or any breaches of this Agreement during the period in which the Merchant used our services of the platform.

Liabilities

1. We shall make no compensation or assume no responsibilities for any consequential, indirect, special, punitive, economic, incidental, ancillary or financial losses (including any losses of profits, goodwill, bargains or opportunities, or any losses of anticipated savings or business, whether or not the losses aforesaid arise from negligence or otherwise, and whether or not the losses arise from the contract or services or the failure of and delay in the provision of services).

Privacy Statement

1. The Merchant shall have the rights to ensure that we may only use the personal data of the Merchant under the Merchant Agreement and our “Privacy Policy”. Our “Privacy Policy” shall not conflict with our obligations under the laws.
2. The Merchant shall guarantee and claim that the data furnished in the application and other documentary proofs provided are true or complete. Where a change in the address or any other matters provided by the Merchant occurs which may affect the services we provide to the Merchant, the Merchant should, as soon as possible, inform us.

Intellectual Property Right

1. All rights (including intellectual property right) of the services platform shall belong to GenesisNet Technology Limited, the owner of “Tipic” MOBILE SERVICES PLATFORM and the service provider for the platform services.
2. All rights (including intellectual property right) in all content in the services platform shall belong to us or our licensed sources, for example, the content providers.
3. All marks involving the services platform and its relevant images, signs and names shall be the patented marks of Cherrypicks Limited, GenesisNet Technology Limited or our licensed sources and shall not be used without written permission.

Other Terms

1. The Merchant shall agree to indemnify us against all losses, damages or expenses we suffer that resulted from our enforcement of the Merchant Agreement due to the Merchant.
2. No provision shall require us to verify whether or not the signatures or the marks purportedly made by or on behalf of the Merchant are authentic or have been authorized. All authorized signatory seals, company seals, personal seals, signatures or marks present in the Merchant Agreement shall be binding on the Merchant, and the Merchant has granted us an irrevocable power to execute in pursuance of any forms, letters or documents purportedly signed by or on behalf of the Merchant.
3. Without our consent, the Merchant shall not assign to other persons or otherwise dispose of any rights or responsibilities (including the Accounts that we allocated to the Merchant) under this Agreement. We may, without the consent of the Merchant, at any time assign to a third party any or all rights or obligations under this Agreement.
4. This Agreement is governed by the laws of Hong Kong, and the Merchant shall submit to the non-exclusive jurisdiction of the courts in Hong Kong.
5. This Agreement is written in Chinese and English languages, that both Chinese and English texts shall have the same effect. If there is any conflict between the Chinese text and the English text, the English text shall prevail.

Privacy Policy

1. Cherrypicks Limited and/or our service providers(hereinafter referred to as “we”, “us” or “our”) respect the legal rights of privacy of the service users (hereinafter referred to as the “Merchant”) when collecting, storing, using and transmitting personal data, and this Privacy Policy explains our privacy practice. It is our policy to comply with the requirements of Personal Data (Privacy) Ordinance (Cap 486) of the laws of Hong Kong Special Administrative Region and of all relevant codes of practice and guidance notes issued by the Privacy Commissioner. For the implementation of this Policy, we will ensure the compliance by our staff with the strictest standards of security and confidentiality. Please read the following note carefully to understand our policy and practice regarding how the personal data provided by the Merchant will be treated.
2. We will change this Policy and update the official website occasionally as the case requires. Please note the webpage to understand the relevant updates.
3. “Personal Data” means any personal identification data or sensitive data (such as names, contact particulars) from which it is practicable to ascertain the relevant person’s identity.
4. We may from time to time request the Merchant to provide personal data, including but not limited to the name, telephone number, facsimile number, postal address and email address of the responsible person of the Merchant. If the Merchant refuses to provide these data, it may lead to our failure in proceeding any applications or requests submitted by the Merchant, or the failure of the Merchant in using our services.
5. We may automatically collect the information about the Merchant using our services, such as the number of e-stamps redeemed, the content of advertisements uploaded etc., so as to report accurately and manage the account of the Merchant.
6. When applying for and/or continuously using any of our services and/or products, the Merchant may be required to provide us with the personal data of the responsible person of the Merchant. If the personal data of the responsible person of the Merchant provided by the Merchant is incomplete or false, we may not be able to provide or continue to provide the Merchant with the services required. We will always keep the personal data of the responsible person of the Merchant confidential. Our policy and codes of practice regarding the collection, usage, retaining, disclosure, transfer, security and inspection of personal data shall comply with the requirements of that ordinance and this statement. We may use or retain the personal data provided by the Merchant for any of the following purposes and for such other purposes as agreed by both parties from time to time or as required by the laws:
   
   i. To proceed the Merchant’s applications and to provide services;
   
   ii. With the consent of the Merchant, to use the personal data (including the name, telephone number, email address, position, correspondence address) of the responsible person of the Merchant for publicizing our newest releases and promotion activities. We will provide the Merchant with the relevant promotional information by means of direct marketing calls, emails, electronic messages and posts;
   
   iii. To proceed the relevant preferences provided to the Merchant in light of each service, and to conduct marketing research in order to enhance services quality or experience; to analyze, verify and/or review the payment and/or account status of the Merchant in respect of the provision of services;
   
   iv. To facilitate the daily operation of the account of the Merchant, to provide customer services and/or to receive the outstanding service charges in the account of the Merchant;
   
   v. To allow us to prevent the commission of a crime.
7. We may disclose and transfer the personal data of the responsible person of the Merchant to any person (whether in Hong Kong or elsewhere) below, and may use, disclose, treat or keep the personal data of the responsible person of the Merchant for the above purposes:
   
   i. Our service providers (including information technology, customer services) in respect of the provision of the relevant services;
   
   ii. Our partners;
   iii. Regulatory authorities, law enforcement agencies and courts; and
   
   iv. Our professional consultants.
8. The personal data of the responsible person of the Merchant however stored will only be inspected by our employees or service providers who are authorized to inspect such data. Any personal data stored electronically will be kept by the protected server with password security (or with any other equivalent security measures) and shall only be inspected by our authorized personnel or our service providers. The employees and service providers designated to treat the personal data shall only be asked to treat such personal data in accordance with the requirements of this personal data collection statement.
9. If for any reasons (including to recover from the responsible person of the Merchant any amounts the Merchant due to us) it is necessary for us to take actions against the Merchant, the responsible person of the Merchant agrees that the personal data provided can be relied on for identifying the responsible person of the Merchant and for taking legal actions against the responsible person of the Merchant.
10. We offer merchants the choice to add, amend, or remove certain information on the Tipic account. Merchants may delete any optional information that no longer wishes to be available to the public, such as promotional offers. Users can ask for the deletion of their data by sending a written request to our data protection officer.
11. We use merchant’s personal information to facilitate the services request. We use your personal information in the file we maintain about you, and other information we obtain from your current and past activities on Tipic to: (i) resolve disputes; (ii) troubleshoot problems; (iii) help promote safe trading; (iv) collect fees owed; (v) measure consumer interest in our products and services; (vi) inform you about online and offline offers, products, services, and updates; (vii) customize your experience; (viii) detect and protect us against error, fraud and other criminal activity; (vix) enforce our User Agreement; and (x) as otherwise described to you at the time of collection.
12. If the Merchant requests to (i) inspect or correct the data, (ii) provide general information about our policy and practice of personal data, and (iii) provide the types of personal data we held, or for general enquiries and complaints, please contact our data protection officer in writing:
       Personal Data Privacy Officer
       Cherrypicks Limited (Marked “Confidential”)
       Address: 18/F, 10 Knutsford Terrace, Tsimshatsui, Kowloon, Hong Kong
13. We will keep the personal data of the responsible person of the Merchant for such a period of time as required for the purpose of collecting such personal data. We may also keep the files of the personal data for the purpose of statistics. Unless we are required to retain the personal data in order to comply with the legal, regulatory or accounting requirements or protect our benefits, such personal data will be destroyed.

June 2022