1. OVERVIEW

The platform (“HKSTP TechXchange”) allows users to list their services, products, capability etc. and to facilitate a B2B platform among users (collectively the “Services”).

These terms and conditions (“Terms”) govern the provision of the Services provided by Hong Kong Science & Technology Parks Corporation (“HKSTP”) through the HKSTP TechXchange. By using or accessing the HKSTP TechXchange and/or Services, you (“You”) have confirmed that You have read, understood, accepted and agreed to be legally bound by the Terms.

2. ELIGIBILITY

3. ACCOUNT

1. You must create an account (“Your Account”) for the HKSTP TechXchange into order to access and use any of the Services.

2. You will be required to provide certain information when creating Your Account. You are responsible to maintain the confidentiality and self-keeping of any password of Your Account. You are also responsible for all activities that occur in connection with Your Account. You undertake to notify HKSTP immediately of any unauthorized use of Your Account. HKSTP reserves the right to close Your Account at any time for any reason whatsoever.

3. If You are creating Your Account for and on behalf of a corporation You represent and warrant that You (1) are duly authorized representative of that corporation; and (2) have obtained all necessary corporate and other approvals from the corporation to create Your Account. “You” shall include the person creating Your Account for your corporation and/or the relevant corporation itself (as the case may be).

4. COMPLIANCE WITH THE TERMS

In using or accessing the HKSTP TechXchange and the Services or creating Your Account or any part of combination thereof, You shall ensure and procure all your representatives at all times to duly observe and comply with the Terms and other applicable additional terms and conditions as mentioned in the Terms. Any person who is accessing the HKSTP TechXchange and/or the Services through Your Account is deemed to be Your representative.

5. REPRESENTATIONS AND WARRANTIES

Without prejudice to the generality of the Terms, by creating Your Account, You represent, warrant and undertake as follows:

1. All information provided by You and in relation to the HKSTP TechXchange and/or Services is complete, accurate and truthful;

2. You shall, at all times, whether acting alone on in conjunction with any third party, refrain from engaging in (whether directly or indirectly) any activities and/or acts via the Services or the HKSTP TechXchange that are in breach of any laws or regulations of any legal jurisdiction (in particular and without limitation, the legal jurisdiction of Hong Kong).

3. You are the rightful owner of Your Content (as defined in Clause 6 below) or, to the extent that such right(s) belong to a third party or other third parties, you have obtained all relevant and necessary consents and authority from such third party or parties for Your Content to post, upload and offer your Content for the purposes and use as part of the Services on the HKSTP TechXchange.

4. Without prejudice to the generality of other provisions of the Terms, for all of Your Content, You represent and warrant that, You own or otherwise have obtained all necessary rights to post the same and to meet your obligations under the Terms. You also represent and warrant that (1) Your Content is accurate and up-to-date; (2) use of any of Your Content (including derivative works from Your Content) by HKSTP, users of the HKSTP TechXchange and/or Services (“Users”), or others providing services to the HKSTP TechXchange does not and will not infringe any intellectual property rights of any third party.

6. CONTENT POSTED BY YOU

1. Every content (which shall include any of Your listings of products, services, items, problem statements, investment targets, etc.) posted by You through the HKSTP TechXchange and/or Services (“Your Content”) is Your content and You understand that You are solely responsible for Your Content.

2. By posting Your Content on the HKSTP TechXchange and/or through the Services, You grant HKSTP a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. You agree not to assert any moral rights or rights of publicity against us for using Your Content.

3. You hereby undertake to HKSTP that Your Content shall not be abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any of the Terms and/or any laws.

7. SERVICES, ITEMS, PRODUCTS OBTAINED/PURCHASED THROUGH HKSTP TechXchange

You hereby acknowledge and accept that HKSTP does not manufacture or provide any of the services, items, products and/or solutions (collectively “Items”) that are uploaded onto and/or offered through the HKSTP TechXchange. The Items are offered, produced, listed and/or sold by other Users and HKSTP does not, in any way, warrant that such Items are of a merchantable quality, fit for any particular purpose or any other warranties with regard to the quality, safety and/or legality of any such Items. Any legal claim related to an Item must be brought directly against the relevant User who is offering the Item on the HKSTP TechXchange or through the Services.

8. DATA PRIVACY AND PERSONAL INFORMAITON

1. Any Personal Data (as defined in the privacy policy of HKSTP (“Privacy Policy”)) in relation to the HKSTP TechXchange and/or Services shall be used, stored or retained in accordance with the Privacy Policy.

2. Notwithstanding the above, You agree that HKSTP may disclose any of Your Personal Data for matters in relation to HKSTP TechXchange and/or Services.

9. INTELLECTUAL PROPERTY RIGHTS

1. All intellectual property rights subsisting in any information or materials in, on, provided by or accessible through the HKSTP TechXchange and/or the Services and any of their respective functions including but not limited to any related facilities, services and materials are solely owned by HKSTP or the relevant third-party providers. You shall not use such information or materials for any purposes other than the purpose of Your own access and for the purpose(s) of which You have duly notified and obtained approval from HKSTP. In addition, You shall not create any additional copies of such information or materials and/or distribute such information or materials to any third party or parties.

2. Without prejudice to the generality of other Terms, You agree that HKSTP is free to use, disclose, adopt and modify all and any ideas, concepts, know-how, proposals, suggestions, comments and other communications and information provided by You to HKSTP (collectively “Your Feedback”) in connection with the HKSTP TechXchange and/or the Services. You hereby agree to waive all and any rights objections and claims for any consideration, fees, royalties, charges and/or other payments in relation to HKSTP’s use, disclosure, adoption and/or modification of any or all of Your Feedback.

10. COMMUNICATIONS FROM HKSTP AND OTHERS

By accessing the HKSTP TechXchange and/or the Services, you consent to receive communications from HKSTP and other Users through the HKSTP TechXchange and/or the Services, or other means such as emails. These communications may be related to other services or events provided by HKSTP.

Please refer to Privacy Policy of HKSTP (defined below) for information related to direct marketing and the op-out.

11. THIRD PARTY SERVICE AND WEBSITES

The HKSTP TechXchange and/or Services (or any part thereof) may be maintained or provided by any third-party service providers who are engaged by HKSTP from time to time. You acknowledge and agree that:

1. The provision and availability of the HKSTP TechXchange and/or the Services may be subject to additional specific terms and conditions imposed by such third-party service providers which may be binding on You;

2. The provision and availability of the HKSTP TechXchange and/or the Services may be affected by the capabilities of (technical or otherwise) and the services provided by such third-party service providers;

3. HKSTP does not endorse, warrant or guarantee any services provided by any of the third-party service providers that are engaged by HKSTP for the HKSTP TechXchange and/or the Services; and

4. The HKSTP TechXchange and/or the Services may contain links to third party websites or services that we do not control. You may also need to use a third party’s product or service to access the HKSTP TechXchange, Services or such third party websites. When you access these third party websites or services, you do so at your own risk.

12. POLICY OF USING THE HKSTP TechXchange AND SERVICES

Without prejudice to the generality of the other Terms, You agree that You will not:

1. Post false, inaccurate, misleading, deceptive, defamatory, and/or libelous content;

2. Transfer your Account to another party without HKSTP’s written consent;

3. Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

4. Distribute viruses or any other technologies that may harm HKSTP, the HKSTP TechXchange and/or Services or the interests of other Users;

5. Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated application or programme to access the HKSTP TechXchange and/or the Services for any purpose; and

6. Interfere with, manipulate and/or control of any function or features of the HKSTP TechXchange and/or the Services.

13. PRIVACY POLICY

1. If HKSTP provides you with information about another user of the HKSTP TechXchange and/or the Services, You undertake to HKSTP that You will use such information only for the purpose(s) for which it has been provided. You further undertake that you shall not disclose or distribute another User’s information to any third party for purposes that deviate from the original purpose of providing and/or collecting such information for the HKSTP TechXchange and/or the Services.

2. For information about privacy policies and practices in relation to, or the use or access of the HKSTP TechXchange and/or the Services, please refer to the privacy policy statement of HKSTP as can be accessed on the HKSTP TechXchange.

14. DISCLAIMER

1. You agree that you are accessing or using the HKSTP TechXchange and/or the Services at your own risk, and that the HKSTP TechXchange and the Services are provided to You on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, HKSTP excludes all express and/or implied warranties, representations, terms and conditions including but not limited to implied warranties, fitness for a particular purpose and non-infringement.

2. In addition, to the extent permitted by applicable law, in no event will HKSTP, its subsidiaries, affiliates, officers, directors, agents, and employees (collectively the “Indemnified Parties”) be liable to You or any third party under any claim at law or in equity for any damages or losses (including but not limited to loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses which are expressly excluded by the Terms whether or not the same are foreseeable or HKSTP was advised of such damages or losses. Without prejudice to the generality of the foregoing, Indemnified Parties are not liable to You, and You agree not to hold us responsible for any damages or losses (including but not limited to loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect or consequential damages) resulting directly or indirectly from:

3. • Your Content;
   • Any transactions, communications, dealings, agreements and other matters of similar nature made between You and other Users of the HKSTP TechXchange and/or Services;
   • Your use of or Your inability to use the HKSTP TechXchange and/or Services;
   • Any guidance provided by HKSTP;
   • Delays or disruptions of the HKSTP TechXchange and/or Services;
   • Viruses or other malicious software obtained by accessing or linking to the HKSTP TechXchange and/or the Service;
   • Glitches, bugs, errors or inaccuracies of any kind in the HKSTP TechXchange and/or the Services;
   • Any content, actions or inactions of any third parties, including but not limited to any contents, information, services, items and products posted using the HKSTP TechXchange and/or Services; and
   • A suspension or other action taken with respect to Your account or Your breach of any Terms.

4. Regardless of the above, if HKSTP is found to be liable, our liability to You or to any third party is limited to HKD100.

5. HKSTP is under no obligation to enforce the Terms against another User.

15. RELEASE

In the event where You have a dispute with one or more Users of the HKSTP TechXchange and/or Services, You shall release the Indemnified Parties from all claims, demands and damages (actual and consequential) of any kind and nature, known.

16. INDEMNITY

You agree to indemnify, defend, and hold the Indemnified Parties harmless from and against all liabilities, losses and damages, claims, actions, costs and expenses (including but without limitation to legal fees), in connection with or arising from Your (1) breach of any of the Terms; (2) use or access of the HKSTP TechXchange and/or Services; (3) receipt and use of any information from the HKSTP TechXchange and/or Services; (4) any products, services, items obtained/purchased through the HKSTP TechXchange and/or Services; and (5) negligence, tortious, illegal or unauthorized conduct or any other act or omission related to the foregoing. For the avoidance of doubt and without prejudice of the generality of the other Terms, You shall fully indemnify the Indemnified Parties in accordance with this Clause for all access and actions conducted through Your Account.

17. GENERAL PROVISIONS

1. HKSTP may in its absolute discretion and at any time, terminate Your Account and access to the HKSTP TechXchange and/or Services, remove Your Content and/or any of Your listings without any compensation whatsoever to you.

2. In connection with using the HKSTP TechXchange and/or Services, You undertake to duly observe and comply with all applicable laws and regulations.

3. You may only maintain one account of the HKSTP TechXchange.

4. You may be required to complete additional form and/or provide additional information before HKSTP granting You access to the HKSTP TechXchange and/or Services. Without prejudice to the generality of other provisions of the Terms, You warrant and represent that any such information is accurate and correct.

5. Any failure to provide accurate information may invalidate Your Account.

6. You shall not be permitted to use the names and/or logs of HKSTP in any manner without the prior written consent from HKSTP.

7. Interpretation of any of the Terms is the sole prerogative of HKSTP. All decisions by HKSTP regarding the interpretation of the Terms and any issues arising from the HKSTP TechXchange and/or the Services shall be binding and conclusive.

8. Any failure or delay on the part of HKSTP to enforce any of the Terms shall not constitute a waiver of any of its rights therein.

9. Each of the Services may contain additional terms specific to such Service and by accessing to any of the Services, you are deemed to have agreed by and agreed to be bound by such additional terms which shall then form part of the Terms.

10. HKSTP reserves the absolute rights, at its sole discretion, to modify the Terms from time to time, with immediate effect upon announcement, by posting of the modified version on the HKSTP TechXchange or in such other manner as HKSTP considers appropriate. It is Your responsibility to keep Yourself up to date in respect of the Terms. You will be deemed to have accepted any amendments of the Terms and agreed to be bound by the same as so amended if after any amendments become effective, You continue to use or access the HKSTP TechXchange and/or the Services.

11. The illegality, invalidity or unenforceability of any of part of a provision of the Terms under the law of any jurisdiction shall not affect or impair the legality, validity or enforceability of such provision or such part of the provision under the laws of any other jurisdiction(s) nor the legality, validity or enforceability of the remaining provisions or the remaining part of the affected provision.

12. No third party will have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce or enjoy the benefit of any of the provisions of the Terms.

13. In the Terms, the singular includes the plural and vice versa, and words importing one gender include the other genders.

14. The Terms shall be governed by the laws of the Hong Kong SAR. You agree to submit to the non-exclusive jurisdiction of the Hong Kong Courts.