Terms and Conditions

 

Terms of Use of the Exchange

 

Effective Date: 11th October, 2019

 

Welcome to APIX, a one-stop-shop of APIs!

 

These Terms of Use of the Exchange (these “Exchange Terms of Use”) are a legal agreement between you (being an individual or entity using APIX, including your successors and permitted assigns) and Joint Electronic Teller Services Limited (“our”, “us”, “we”, or “JETCO”, including its successors and permitted assigns) so we encourage you to read these Exchange Terms of Use carefully.

 

You indicate your acceptance of these Exchange Terms of Use by: (a) checking the box indicating your acceptance to these Exchange Terms of Use; or (b) using APIX or any webpage thereof, including but not limited to downloading or using any contents, or using any functionalities, provided on or through APIX, whichever is earlier. By accepting these Exchange Terms of Use, you agree to be bound by these Exchange Terms of Use in relation to your use and your representatives’ use of APIX and any of its contents/functionalities. 

 

We work constantly to improve our services and develop new features. As a result, we may need to update these Exchange Terms of Use from time to time to accurately reflect our services and practices. Once any updated Exchange Terms of Use are in effect, you agree to be bound by them if you continue to use APIX or any of its content/functionalities, in any manner whatsoever. You should regularly check APIX for the latest version of these Exchange Terms of Use which applies to you.

 

If you do not accept these Exchange Terms of Use, you are not permitted to use APIX and any of its content/functionalities.

 

1.              OUR SERVICES

 

APIX provides a comprehensive one-stop-shop of a variety of APIs provided by providers of APIs (the “API providers”, or each or any one of them, the “API provider”) to help you access a wide range of information, products, and services.  APIX will transform your business by improving agility to meet customer demands rapidly and collaborate easily while ensuring security for digital assets with policy-driven APIs.  

 

For the avoidance of doubt, JETCO may also provide APIs on APIX. In such instance, in addition to administering APIX, JETCO will also be an API provider of such APIs.

 

2.              USER ACCOUNT

 

Sandbox

 

If you wish to become a consumer of APIs on APIX, you will need to first apply for a user account on the sandbox developer portal operated by us (the “Sandbox”). You cannot register more than one user account on the Sandbox.

 

Upon activation of your Sandbox user account, you will have the rights to use APIs in the Sandbox only. You may apply to register for associated user accounts on the Sandbox. The Sandbox provides a testing environment of dummy data and functionalities to simulate response and fast track application development cycles.  You agree that the Sandbox, including its contents/functionalities, will not be used for any commercial purposes or for any fraudulent or unauthorised transactions/purposes.

 

You must test each of the applications that you register on APIX (“App”, or collectively, the “Apps”) in the Sandbox before using live production data or functionalities from any live developer portals on APIX.

 

You will be able to register, create and test up to ten (10) of the Apps (in this context, each version of the same App is considered as one (1) App) at any one time in the Sandbox.

 

Live production

 

After you have completed testing the Apps in the Sandbox, you may apply to gain access to live production data and functionalities from any live developer portals on APIX which are operated by the API providers. You authorise us to pass to the relevant API providers all the information we have in our possession about you. The relevant API providers will decide whether or not to grant you rights to use its APIs hosted on its live developer portal to access live production data and functionalities.

 

The API providers may require that you enter into a separate agreement with them or furnish additional information about you, the Apps, and your businesses before the API providers will grant you rights to use the APIs hosted on their respective live developer portals to access live production data and functionalities.

 

Reservation of rights

 

We reserve all rights to approve or reject your application to register for a user account (and/or any associated user accounts) on APIX and to suspend, terminate or limit your rights to access or use APIX or any of its contents/functionalities.

 

The API providers reserve all rights to approve or reject your request to access the live production data and functionalities from their respective live developer portals on APIX.

 

Liability for user account

 

You are liable for all activities on APIX associated with your user account as well as any associated user accounts. You are also liable for all activities on APIX associated with all users and customers of the Apps. It is your responsibility to ensure that you make clear the associated risks and liabilities involved in relation to the information, products and services you provide or offer to all users and customers of the Apps.

 

Fees & Charges

 

API calls made to APIs hosted in the Sandbox is currently free of charge (until further notified by JETCO) subject to the API call limit set by us from time to time (the “API call limit”).

 

Fees and charges may apply for API calls on the live developer portals on APIX.

 

If API calls from your user account and associated user accounts will exceed or exceeds the API call limit we have set for the Sandbox or your user account/associated user accounts, we reserve the right to charge you a fee for calls made in the Sandbox which exceeds the API call limit or to suspend, terminate or limit your access or use of APIX or any of its contents/functionalities.

 

3.              MINIMUM STANDARDS

 

You agree that each of the Apps, and each of the systems (or websites) in connection with such Apps, must comply with the following standards, issued and updated by us from time to time (the “Standards”): 

 

i.        incorporate user enrollment processes and procedures to mitigate the risks of unauthorised or fraudulent account enrollment;

ii.      incorporate authentication technologies, processes and procedures to mitigate the risks of unauthorised or fraudulent use or access to account, personal information, or funds/funds related functionalities;

iii.     validate the security level (e.g. operating system type, operating system version, whether the mobile device is rooted or jailbroken, and unpatched devices or those that are no longer supported by the manufacturer) of a device before permitting use or access to personal information or conducting funds/funds related functionalities;

iv.    employ secure development methodology for the App and deploy the App in secure channel (e.g. Google Play, Apple App Store for mobile App);

v.      incorporate processes and procedures to deactivate older versions of the App which are no longer current or no longer meet minimum security requirements and prompt end users to upgrade to an acceptable version of the App;

vi.    ensure that confidential information (e.g. passwords, account number, and payment card numbers, etc.) does not reside directly on a device, unless it is essential to the App’s functionalities. If confidential information does reside on a device, the App should encrypt and securely store such information (e.g. within an encrypted data section or within encrypted storage in the file system) and separately store the cryptokey in secure storage. If such information is personal data, ensure that you incorporate processes and procedures in compliance with JETCO’s Data Privacy Policy published at www.jetco.com.hk/en/site/privacy-policy issued and updated by JETCO from time to time;

vii.   securely delete all sensitive or personal end user information temporarily stored in memory or local storage upon exiting the App;

viii.  securely wipe all related end user information upon deletion of the App from the device;

ix.    maintain secure connection between the App and back-end servers with appropriate channel encryption, section protection and message encryption;

x.      maintain secure back-end servers connected to the App and withhold confidential information;

xi.    maintain secure IT Infrastructure connected to the App and withhold confidential information; and

xii.   maintain secure back-end servers and APIX with properly registered and configured X.509 digital certificate for live production use.

 

If, at any time, we (at our absolute discretion) consider that any of the Apps, or any of the systems (or websites) in connection with such Apps, fail to fulfill any one of the Standards, you agree that we may suspend, terminate or limit your access or use of APIX or any of its contents/functionalities at our absolute discretion.

 

In addition to any other provision of these Exchange Terms of Use, you agree to compensate us, our vendors, and the API providers (including our respective subsidiaries, affiliates, directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, and partners) (collectively, the “Affected Parties”) for any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses incurred by any of the Affected Parties arising from or in connection with any compromises or damage to the integrity or the security of APIX and/or other computer systems and equipment operated for or by any of the Affected Parties as a direct or indirect consequence of any of the Apps or any of the systems (or websites) in connection with such Apps failing to fulfill any one of the Standards.

 

To ensure that each of the Apps meet and continue to meet the Standards, you agree that we (at our absolute discretion) are entitled to conduct testing or audits of any of the Apps or any of the systems (or websites) in connection with such Apps from time to time provided that we give you reasonable advance written notice.

 

4.              WHAT YOU CANNOT DO ON APIX

 

We want to encourage creativity and innovation, but not at the expense of the safety and well-being of others or the integrity and security of APIX. You agree that you will not engage in any of the following conduct described below (or to facilitate or support others in doing so):

 

i.        You must not use APIX to do or share anything:

(a)        that breaches these Exchange Terms of Use or any policies that we publish and which apply to your use and your representatives’ use of APIX or any of its contents/functionalities or any conditions of use of APIs of the API providers;

(b)        that is unlawful, fraudulent, improper, unauthorised, harassing, discriminatory, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable manner or in any way that may be harmful or detrimental to JETCO’s rights (including intellectual property rights) or interests or the rights (including intellectual property rights) or interests of any of JETCO’s third party providers, or in any manner that could constitute criminal offence or give rise to civil liability or regulation;

(c)         that infringes or breaches someone else’s rights; or

(d)        that infringes the rights of JETCO in any JETCO property (defined below).

ii.      You must not upload viruses, worms, defects, Trojan horses, or malicious code, or do anything that could disable, overburden or impair the proper working or appearance of APIX;

iii.     You must not access or collect data from APIX that you do not have permission to access or collect;

iv.    You must not store personal data (including, among others, e-banking credentials) unless expressly authorised to do so by the data subject;  

v.      You must not use the Sandbox for any live production purposes; and

vi.    You must not use APIX in a way which will contribute to the development, or support, of applications, information, goods, products and/or services of any of the following high risk activities: design, construction, control, or maintenance of nuclear facilities, mass transit systems, air traffic control systems, automotive control systems, weapons systems, or aircraft navigation or communications, or any other activity where failure of APIX or any part thereof, or any APIs hosted on APIX, could give rise to a material threat of death or service personal injury.

 

5.              THE PERMISSIONS YOU GIVE US

 

You give us, and the API providers hosting APIs you use or have used in APIX, absolute discretion to reference your name and business name(s) in press releases, marketing materials, promotional materials, presentations and/or directories for the purposes of promoting the use of APIX and the information, products and/or services of the relevant API providers.

 

If, for any reasons, any data, information and documents we receive or obtain about you in relation to your registration on APIX, your account on APIX, or your use of APIX does not belong to JETCO, then you hereby grant us a transferable, non-exclusive, perpetual and irrevocable right to use, process, store, delete, retain, and exploit, at our absolute discretion, such data, information and documents for any of the following purposes, provided that we comply with all applicable laws and regulations when using such data, information and documents:

 

(a)        processing your registration;

(b)        managing your user account;

(c)         conducting due diligence;

(d)        administering, managing, operating and maintaining APIX and related support facilities and systems;

(e)        transferring businesses/services or changing service providers by merger, acquisition, consolidation, amalgamation or re-organisation;

(f)          exercising our rights under any terms of use of APIX or other agreements;

(g)        designing new features/functionalities or improving APIX and related services;

(h)        compiling aggregate statistics and data;

(i)          conducting analytics;

(j)          communicating with you;

(k)        investing complaints and enquiries;

(l)          preventing or detecting crime; marketing; and

(m)      complying with laws, rules, regulations, codes or guidelines.  

 

You agree that we are entitled to transfer or disclose such data, information and documents to any of the API providers and/or to any of our affiliates, service providers, agents, advisors, and assignees, at our sole discretion, for any of the purposes mentioned above, on a need-to-know basis, provided that the receipients are under a duty of confidentiality.

 

If any such data, information and documents is considered personal data pursuant to laws/regulations applicable to us, we agree to be bound by the terms under the Personal Information Collection Statement. If there are any inconsistencies between these Exchange Terms of Use and the Personal Information Collection Statement, the latter document shall prevail and be enforceable.

 

6.              JETCO PROPERTY

 

We retain all rights (including intellectual property rights) in and to: (a) APIX and anything associated with APIX and its contents/functionalities; (b) the trade marks “APIX” and “JETCO” (including their respective Chinese names); and (c) all data, information and documents we receive or obtain about you in relation to your registration on APIX, your account on APIX, and your use of APIX (collectively, “JETCO property”). Nothing in these Exchange Terms of Use will take away those rights from us. Save for the rights provided in these Exchange Terms of Use, you do not have any rights (including intellectual property rights) in any JETCO property.

 

You agree that you will not resell, sub-license, transfer, assign, rent, lease, modify, copy, manufacture, circumvent, or reverse engineer any JETCO property (including intellectual property) or use a third party or third party product to do so, and not combine any JETCO property or the API provider’s information, products and/or services with your own value added services to create your own-branded exchange platform which is substantially similar to the services provided by JETCO or the contents/functionalities provided by APIX.

 

You must not use any of the JETCO brands (including, indicia, trademarks, service marks, trade names, logos, symbols or brand names) or otherwise refer to APIX or any API providers without our prior written consent.

 

You must not dispute or contest the validity of our proprietary rights in respect of any JETCO property. You must not register or attempt to register any trademarks or service marks or other brand identifiers (including, trademarks and domain names) that are confusingly similar in any way (e.g., in sound, in appearance, in spelling) to any of our brands, including the name “JETCO” and “APIX” (including its logos), or the brands of any of the API providers.

 

Unless you have obtained our prior written consent, you must not represent that we or any of the API providers have certified, sponsored, approved, or endorsed you or any of information, products or services the API providers provide/offer in any manner whatsoever, or that we or any of the API providers, is or are in any way affiliated or have a relationship with you.

 

This clause 6 of these Exchange Terms of Use shall continue to have effect after termination of these Exchange Terms of Use.

 

7.              MAINTENANCE, MODIFICATION OR SUSPENSION OF APIX

 

To bring you a better user experience, we may (at our absolute discretion) make changes to APIX and its contents/functionalities from time to time. These changes may limit or lead to a suspension of our services or your access to APIX or any of its contents/functionalities. These changes may also affect the Apps, and require you to make certain updates or modifications to the Apps at your own cost. We recommend that you check APIX regularly for notifications of any changes which may affect the Apps or you.

 

We will attempt to provide you with reasonable prior notice of any scheduled maintenance which may lead to any limitation or suspension of our services or your access to APIX or any of its contents/functionalities.  

 

You agree that we have no liability or obligation to you for any changes we make to APIX or any of its contents/functionalities or to our services or for any limitations or suspensions of services or access to APIX related to such changes or resulting from any scheduled and unscheduled (e.g. emergency) maintenance.

 

8.              WITHDRAWAL, BLOCKING, SUSPENSION, LIMITATION, TERMINATION OF ACCOUNT

 

Without prejudice of any provision on these Exchange Terms of Use, we reserve all rights to withdraw our approval of your application to your user account (and/or any associated user accounts) on APIX, or suspend, terminate or limit your use or your representatives’ use of APIX or any of its contents/functionalities, or block your calls to any API on APIX, without prior notice to you, if we, at our absolute discretion, consider it appropriate to do so (including, but not limited to, your breach of these Exchange Terms of Use).

 

We and the API providers are not liable to you or any other party for any loss or damage whatsoever arising from or in connection with such exercise of rights.

 

For the avoidance of doubt, if, for a period of twelve (12) months, you do not use APIX to place at least one (1) API call in either the Sandbox or a live developer portal, JETCO reserves the right to terminate your user account (and/or any associated user accounts) without prior notice or compensation to you at its absolute discretion.

 

For the avoidace of doubt, if, you are unable to achieve the acceptable cybersecurity standard to the absolute satisfaction of JETCO, JETCO reserves the right to terminate your user account (and/or any associated user accounts) without prior notice or compensation to you at its absolute discretion. 

 

9.              PRIVACY & CONSUMER PROTECTION

 

You may be collecting user/customer personal information and data for the Apps. If that is the case, you must:

 

i.        not in any way misrepresent JETCO or any of the API providers (including their respective affiliates);

ii.      make it explicit to your users/customers that the collection of any personal information and data by you is neither carried out by JETCO or by any of the API providers on APIX (including their respective affiliates) nor in any way related to the businesses of JETCO or any of the API providers (including their respective affiliates);

iii.     have in place controls and safeguards, which is fair and transparent, in relation to the collection, processing, use, holding, transmission and erasure of the user/customer’s personal information and data;

iv.    make all necessary disclosures and obtain all necessary consent as required by applicable laws and regulations to enable itself, JETCO and any of the API providers (including their respective affiliates and authorised third party providers), to collect, process, use, hold, transmit and erase the user/customer’s personal information and data for the purposes of providing APIX, its contents, and its functionalities;

v.      provide accessible channels to handle enquiries and complaints;

vi.    have in place binding terms and conditions with each of your user/customer to cover the aforementioned clauses relating to the information, products and services offered/provided by you; and

vii.   comply with these Exchange Terms of Use and all applicable laws and regulations, and all conditions of use of APIs of the API providers.

 

You must promptly report and notify us, and, in relation to live production data, all of the relevant API providers, of any significant incidents (e.g. data leakage).

 

To the fullest extent permitted by applicable laws, we will not be liable to you or any other party for claims arising out of any fraudulent or unauthorised transactions or purposes on APIX.

 

You must ensure that you have in place product liability insurance (where appropriate especially when high-risk transactions are involved).

 

Direct losses suffered by any user/customer as a result of fraudulent or unauthorised transactions/purposes conducted on APIX are to be borne by you and, only if agreed in writing by the relevant API providers, the relevant API providers in accordance with any liability and settlement arrangement defined in the contractual terms made between you and the relevant API providers.

 

This clause 9 shall continue to have effect after termination of these Exchange Terms of Use.

 

10.          YOUR REPRESENTATIONS AND WARRANTIES

 

You represent and warrant to us and each of the API providers, separately and severally, that:

 

i.        you have the full power and capacity to enter into these Exchange Terms of Use and will comply with and perform your obligations hereunder, and you have obtained all necessary licences, consents and approvals to do so. In particular, you represent and warrant to us and the API providers that you have obtained all necessary licences, consents and approvals with respect to data and information you provide to us about any relevant individuals;   

ii.      all information (including information about yourself or any of your users, customers, or persons responsible or involved in respect of APIX) which you provide to us is true, legal, correct and up-to-date;

iii.     you own or have properly licensed all rights necessary to develop, distribute, and use the Apps;

iv.    you have not infringed, and will continue not to infringe, the intellectual property rights of any third party; and

v.      your use and your representatives’ use of APIX and its contents/functionalities comply, and will continue to comply, with these Exchange Terms of Use and all applicable laws and regulations, and all conditions of use of APIs of the API providers.

 

11.          LIMITATION OF LIABILITY

 

APIX AND ALL OF ITS CONTENTS AND FUNCTIONALITIES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

NEITHER WE NOR ANY OF THE API PROVIDERS (INCLUDING OUR RESPECTIVE RELATED PARTIES (DEFINED BELOW)) GUARANTEE OR WARRANT THAT APIX OR ANY OF ITS CONTENTS/FUNCTIONALITIES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS.

 

JETCO is only a technical enabler of the exchange of information through APIs hosted on APIX. We, in our capacity as an administrator of APIX, and our Related Parties, are not responsible for the information, products and services offered/provided by any of the API providers on APIX. You acknowledge and agree that the information, products and services offered/provided by the API providers on APIX do not belong to us or any of our Related Parties and do not form part of the services provided by us. We and our Related Parties are not liable in relation to any information, products and services of the API providers and the related data, information and/or materials provided/obtained on APIX or for any APIs, applications, information, products and/or services, and/or contents/functionalities provided on or via APIX by any person other than us. Without limiting the foregoing, we and our Related Parties do not make any promises, assume any obligations nor incur any liability for and on behalf of any of the API providers.

 

We and the API providers (including our respective Related Parties) are not liable for any loss of profit or revenue, loss of information or data, loss of contracts or any indirect, consequential, incidental, special or punitive loss or damages arising out of or in connection with these Exchange Terms of Use, whether in contract, tort or otherwise, even if they have been informed of the possibility of such damage.

 

We and the API providers (including our respective Related Parties) are not liable to you for any loss or damage which you may suffer as a result of using APIX.

 

Nothing in these Exchange Terms of Use shall limit our liability for personal injury or death, fraud, or for any other liability the exclusion or limitation of which is not permitted by any applicable law or regulation.

 

Our maximum liability in respect of any claims made by you shall not exceed HK$100.00 in any single or combination of claims.

 

The term “Related Parties” referred in these Exchange Terms of Use shall mean subsidiaries, affiliates, directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, and partners of the relevant party. 

 

This clause 11 shall continue to have effect after termination of these Exchange Terms of Use.

 

 

12.          INDEMNIFICATION

 

You will indemnify, defend, and hold harmless us and the API providers (including our respective Related Parties) from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to:

 

i.        any use of APIX by you and your representatives;

ii.      the Apps and/or any use of the Apps;

iii.     any breach of these Exchange Terms of Use (including without limitations, any breach of warranties provided in these Exchange Terms of Use and/or any breach of the Standards) by you and/or any of your representatives;

iv.    any data, content, and other intellectual property you or your representatives provide in connection with APIX; and

v.      any data and information you or your representatives provide about any of your users, customers, or persons responsible or involved in respect of your use and/or your representatives’ use of APIX or the Apps.    

 

You must not enter into any stipulated judgment or settlement that purports to bind us or any of the API providers (including our respective Related Parties) without our prior express written authorisation.

 

This clause 12 shall continue to have effect after termination of these Exchange Terms of Use.

 

13.       CONFIDENTIAL INFORMATION

 

Our communications to you may contain confidential information belonging to us or the API providers (the “Confidential Information”). You will treat all such information as strictly confidential.

 

Except as expressly provided in these Exchange Terms of Use: (i) no license or other right in any Confidential Information is granted to you, and (ii) you may not use or disclose any Confidential Information without our prior written consent.

 

On termination of these Exchange Terms of Use or on our written request at any time, you will destroy or return to us all Confidential Information in your custody or control.

 

You agree that we may (at our absolute discretion), without notice to you, furnish to any regulator or other governmental authority, both foreign and domestic, with information about the App and/or your use or your representatives’ use of APIX and any of its contents/functionalities.

 

This clause 13 shall continue to have effect after termination of these Exchange Terms of Use for so long as you have in your possession any Confidential Information.

 

14.       TERMINATION

 

These Exchange Terms of Use may be terminated by us upon written notice to you or automatically when your user account (and/or any associated user accounts) is terminated. On termination, the rights and licenses (including rights to access or use APIX and its contents/functionalities) granted to you or by you will immediately terminate. We are not liable to you in any way whatsoever for the termination of your user account (and/or any associated user accounts) on APIX. The termination of these Exchange Terms of Use for any reason shall not affect ours or your rights and liabilities accrued prior to termination. Upon termination, all documents and information obtained from APIX in your possession (including copies) which are property of JETCO or any of the API providers must be returned or destroyed immediately (as directed by JETCO).

 

15.       AUDIT AND ACCESS

 

Transparency is important to us, but there may be times when we will need to monitor and or audit your compliance with these Exchange Terms of Use. Without limiting any provisions of these Exchange Terms of Use, you agree to provide us (and our representatives) and authorities prompt access, free of charge, to the Apps and/or any other information that we may request from you from time-to-time regarding your use or your representatives’ use of APIX (and its contents/functionalities) to verify your compliance with these Exchange Terms of Use. If you fail to provide this access, we may terminate these Exchange Terms of Use or suspend/terminate your user account (and/or any associated user accounts) immediately, at our absolute discretion.

 

This clause 15 shall continue to have effect after termination of these Exchange Terms of Use.

 

16.       LINKS TO THIRD PARTY WEBSITES

 

Some of the links on APIX may lead to other internet sites or other resources. The linked sites are not under our control and we have not reviewed or investigated in any way the information of any such linked sites. There is no express or implied representation or warranty on our part regarding the contents of any linked site or any other links in such a linked site. We provide these links only for your convenience but at your own risk. The inclusion of any link on APIX does not imply our endorsement, representation or warranty on the use of such links at all. You are deemed to have irrevocably waived any claim against us for any loss or damage suffered resulting from any access to or interaction with any other websites through APIX.

 

This clause 16 shall continue to have effect after termination of these Exchange Terms of Use.

 

17.       COMPLAINTS AND ENQUIRIES

 

If you have any enquiries or complaints regarding information, products or services offered/provided by API providers on APIX, please refer the same to the relevant API providers.

 

If you have any enquiries or complaints regarding the functionalities of APIX, please refer the same to:

 

Services Hotline:  (+852) 2718-2111

Email:  support@jetco.com.hk

 

18.       MISCELLANEOUS

 

Independent Developments:  You acknowledge and agree that JETCO and API providers may independently create applications, content and other products or services that may be similar to or competitive with your Apps and content. Nothing in these Exchange Terms of Use will restrict or prevent us or any API providers from creating and fully exploiting such applications, content, and other items, without any obligation to you.

 

Electronic signatures: These Exchange Terms of Use and any related documents may be accepted in electronic form.

 

No Partnership/Agency: Nothing in these Exchange Terms of Use shall be deemed to constitute or to create a partnership or agency between us, the API providers, and you.

 

No Assignment: You must not transfer any of your rights or obligations to anyone else without our prior written consent. Any attempt to do so is void. You agree that we are permitted to transfer our rights and obligations under these Exchange Terms of Use to another person without notice to you.

 

Waiver: No failure or delay by JETCO to exercise or enforce any right shall operate as a waiver of such right, nor will any single, partial or defective exercise of any right preclude any other or further exercise of it or the exercise of any other rights.

Entire Agreement: These Exchange Terms of Use and all other terms of use published on APIX by us contain the entire agreement between you and us relating to the transactions contemplated in it and supersedes all previous agreements, understanding, arrangements, promises, warranties, indemnities and undertakings relating to such transactions. In the case of conflicts or inconsistencies between any terms of use of APIX, these Exchange Terms of Use will take precedence over any other terms of use on APIX.

Illegality: The illegality, invalidity or unenforceability of any provision of these Exchange Terms of Use shall not affect the legality, validity or enforceability of any other provisions.

 

Governing Laws and Jurisdiction: These Exchange Terms of Use shall be governed by, and construed in accordance with, the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and you agree to submit to the exclusive jurisdiction of the courts of Hong Kong.

 

Remedies: Your breach of these Exchange Terms of Use may result in irreparable harm and permanent injury to us or any of the API providers for which monetary damages would be an inadequate remedy. In such circumstances, we or the relevant API providers (whichever the case may be) will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.

 

Legal Action Limitation: In so far as permitted by applicable laws, you agree not to bring a legal action, regardless of form, arising out of or related to these Exchange Terms of Use or any transaction under it more than two (2) years after the cause of action arose, and after such time limit, any legal action arising out of these Exchange Terms of Use or any transaction under it and all respective rights related to any such action shall lapse.

 

Force Majeure: Neither you, any of the API providers, nor we shall be liable for any delay in the performance of its obligations hereunder which is due to circumstances beyond its control (including, temporary failure of communication networks or computers, blackout). Whoever is affected by such circumstances must promptly notify the other in writing of such circumstances.

 

Third Party Rights: These Exchange Terms of Use shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. The application of any legislation giving rise to or conferring on third parties contractual or other rights (including, but not limited to, the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong)) in connection with these Exchange Terms of Use is hereby expressly excluded.

 

- End of Document -