Terms and Conditions for Use of the Platform for CREATOR

These Terms and Conditions form a legally binding agreement between the Company and the Creator for the use of the Platform. These Terms and Conditions apply to the Creator who sell Products in the Platform, including but not limited to the website and mobile application owned and operated by the Company, by way of direct sale of the Product to the User or by way of consigning the Product to the Company for selling the same to the User. If the Creator does not agree to these Terms and Conditions, he shall not register any Creator Account or sell any Products in this Platform.

 

Definitions

  1. In these terms and conditions, unless the context otherwise requires:
a)Companymeans the R Lab Limited (Hong Kong Company);
b)Company’s Materialsmean any contents, information or materials made available, posted or displayed by the Company via the Platform (including but not limited to information, data, documents, images, photographs, graphics, audio, videos, etc.);
c)“Creator”means any person who sells and agrees to offer to sell Product in the Platform by way of direct sale of the Product to the User or by way of consigning the Product to the Company for selling the same to the User;
d)“Creator Account”means an account which the Creator uses for selling the Product in the Platform by way of direct sale of the Product to the User or by way of consigning the Product to the Company for selling the same to the User;
e)“Creator’s Materials”mean any contents, information or materials made available, posted or displayed by the Creator via the Platform (including but not limited to Product descriptions, documents, images, photographs, graphics, audio, videos, etc.);
f)Partiesmean the Company and the Creator;
g)“Platform”means the Luna2 mobile application and/or the Luna2.co website operated by the Company, as may be updated by the Company from time to time;
h)“Platform Fee”means a fee equivalent to 10% of the Purchase Price payable by the Creator to the Company either by direct sale of the Product to the User or by way of consigning the Product to the Company for selling the same to the User;
i)“Product”means the products created or services rendered by the Creator intended to be sold in the Platform;
j)“Product Warranty”means the maintenance and replacement of Product;
k)“Purchase Order”means order of Products made by User in the Platform;
l)“Purchase Price”means the payment for the Product paid by the User to the Creator;
m)“Specified Payment Gateway”means the third-party payment gateway through which the User makes payment for the product and/ or services via the Platform;
n)Usermeans any person that accesses and/or uses the Platform; and
o)“User’s Materials

mean any contents, information or materials made available, posted or displayed by the User via the Platform (including but not limited to information, data, documents, images, photographs, graphics, audio, videos, ratings and reviews, comments, questions and answers, etc.).

In these Terms and Conditions, the masculine gender shall include the feminine and neutral and the singular numbers shall include the plural and vice versa. Heading are to be ignored in the construction or interpretation of any provision of this Agreement.


Use of the Platform

2. The Platform is a platform which provides the following: –

  • a means for the User to search for the Product;
  • a means for the User to communicate with the Creator;
  • a means for the Creator to post the Product’s advertisements;
  • a means for the Creator to consign the Product to the Company for selling the same; and
  • a means for the User to enquire and/ or purchase the Product from the Creator.

    The search result ranking of the Products on the Platform may vary and dependent on the User’s search parameters and preferences and other factors. The Company shall have no guarantee of any position or ranking of the Products placed.

 

The Creator Account

3. In order to sell any Product in the Platform by way of direct sale of the Product to the User or by way of consigning the Product to the Company for selling the same to the User, the Creator must register for his own Creator Account. The name of the Creator Account shall be the Creator’s name in his identity card or passport (if the Creator is an individual) or the name or tradename of the Creator’s company and/or the Creator’s business entity (if the Creator is a corporate entity).

4. By registering a Creator Account, the Creator represents and warrants that it is duly authorized by the company or a business entity to enter into these Terms and Conditions, register and use the Creator Account, post the Creator’s Materials in the Platform and to communicate with the Users in the Platform.

5. To register for a Creator Account, the Creator is required to provide identification proof, business registration proof (or documents of similar nature) or any other information required by the Company for registration. The Creator may also be required to attend an interview with the Company.

6. The Company shall have the right, in its sole and absolute discretion, to refuse to allow the registration of any Creator Account, to suspend and/or terminate any Creator Account at any time with immediate effect, or to amend, alter and/or delete any or all parts of the Creator’s Materials, without any prior notice to or consent from the Creator.

Direct Sale, Sale by Consignment , and Payment

7. Upon the User places Purchase Order, a legally binding agreement, a legally binding agreement is formed between the User and the Creator. The Creator shall sell the corresponding Product to the User according to the Purchase Price and other information specified in the Product descriptions in the Creator’s Materials.

8. The User shall make payment of the Purchase Price through the Specified Payment Gateway.

9. In consideration of the Platform services provided by the Company, the Creator agrees to pay Platform Fee to the Company.

10. The Creator shall settle all the Platform Fee within 14 days after the Purchase Order and the Purchase Price is made by the User.

11. The Product will be delivered to specific place and time as specified by the User / Creator in his Purchase Order.

 

Refund and The Creator’s Obligations

12. The Creator hereby represents and warrants that:-

  • the Purchase Price of the Product shall be clearly determined and shall not be changed after the User placing the Purchase Order;
  • the Creator shall clearly specify if there is any additional charge in relation to the Product;
  • the Product shall be duly manufactured, processed, packaged, labelled, or howsoever supplied by the Creator and shall be in compliance with all applicable local laws, regulations or codes of practices, including but not limited to Trade Descriptions Ordinance (Cap 362), regulations or codes practice relating to quality, grade, weight and volume, fitness, efficiency, contents and purity, labelling, description, minimum durability, safety and the use of the goods in Hong Kong;
  • the Product shall not infringe any intellectual property rights (including but not limited to copyright, trademark, design and patent) or any other rights of a third party; and
  • the Creator shall fairly disclose all known defects of the Product to the User in the Platform.
  • the Creator shall be responsible for obtaining and maintaining all necessary licenses from all relevant local governmental authorities for advertising and selling the Product in the Platform.
  • the Creator shall be solely responsible for the storage of the Product, save and except otherwise agreed with the Company.
  • the Creator shall deliver the Product to the location specified by the User in good saleable and merchantable condition.

Creator’s Materials on the Platform

13. The Creator agrees that all the Creator’s Materials posted by the Creator on the Platform (with the exception of certain personal data as specified on the Company’s Privacy Policy Statement) may be viewed by the Users, other Creators and/or general public and will not be treated as private, proprietary or confidential.

14. The Creator agrees that the Company shall have rights to edit, alter, change, refuse to post or remove any Creator’s Materials posted by the Creator on the Platform without prior notice or consent.

15. By posting or providing any Creator’s Materials to the Company, the Creator represents and warrants to the Company that he owns or has all necessary rights to use the Creator’s Materials, and grant to the Company the rights granted below. In addition, if the Creator posts or otherwise provides any Creator’s Materials that are protected by copyright, trademark, design, patent or any intellectual property, the Creator represents that he has obtained any necessary permissions or releases from the applicable owner of such copyright, trademark, design, patent and all other intellectual property rights.

16. The Company has the right to use, copy, adapt, create derivative works of and disclose to third-parties any such Creator’s Materials for any purposes. The Company has the right to disclose the Creator’s identity to any third-party in the event that such third-party claims that any Creator’s Materials constitute a violation of their intellectual property rights or privacy rights.

17. The Creator shall check and verify all the Creator’s Materials displayed in the Platform. The Creator shall promptly report to the Company any errors/ mistakes in the Creator’s Materials. The Creator acknowledges and agrees that the Company shall not be liable or responsible for any loss or damages arising out of or in connection with any conflict, difference or inconsistency between the Creator’s Materials uploaded by the Creator with the Creator’s Materials displayed in the Platform.

18. The Creator shall include conditions of refund and other special terms and conditions in the Creator’s Materials.

Product Warranty , Representations, Warranties and Undertakings

19. The Creator hereby represents and warrants that:-

  • the Creator (if individual) is at least 18 years old and can form legally binding contracts under applicable law;
  • the Creator (if corporate body) is duly authorized to enter into these Terms and Conditions;
  • the Creator is the legal and beneficial owner of the Products, which are subject to no liens, charges, judgments or other encumbrances;
  • the Creator is the beneficial and registered owner of the trademarks applied to the Product and/or has full rights to use the trademarks in the Product in Hong Kong;
  • the Product does not and will not infringe any intellectual property rights of any third party;
  • the Creator complies with all relevant laws, rules and regulations in Hong Kong in relation to the Product itself, the advertisement of the Product and the sale of the Product;
  • the Creator shall obtain and maintain all necessary licenses from all relevant governmental authority for advertising and selling Products in the Platform; and
  • the Products are of merchantable quality, fit for purpose, or fit for human use or consumption.

20. The Creator hereby undertakes not to use or allow to use the Platform in the following ways:-

  • Engaging in any illegal or immoral activities; or
  • Interfering with or disrupting (or attempt to interfere with or disrupt) any servers or networks connected to the Platform.

21. The Creator hereby undertakes not to post any Creator’s Materials which:-

  • is misleading and does not correspond to the Product;
  • is pornographic, obscene, violent, contains nudity or may otherwise offend human dignity;
  • contains any language which is offensive or is likely to harass, embarrass, or upset any other person;
  • is insulting, abusive or threatening;
  • is defamatory or libellous to any person or third parties;
  • encourages any illegal or criminal activity, including but not limited to terrorism or the submission of which in itself constitutes the commission of a criminal offence;
  • infringes or violates another person’s rights (including intellectual property rights and privacy rights); or
  • involves any transmission of spam or junk message.

Limitation of Liability and Disclaimer

22. The Company merely provides a Platform that enables Users to search for the Product, to make Product Order directly with the selected Creator and collect Purchase Price from the User on behalf of the Creator.   The Company is not and does not become a party to or other participant in any contractual relationship between the User and the Creator.

 

23. The Company shall not be liable for any loss and damages (including loss of profits, direct, indirect, consequential, incidental, special, exemplary or punitive loss or damage), however caused suffered or incurred by the Creator arising out of or in connection with: (i) the Creator’s access to or use of the Platform, (ii) any action, negligence or omission by the User, (iii) any action, negligence or omission by the Company and/or (iv) any error or defect in the Platform.

24. The Creator assumes all risk when using the Platform, including but not limited to all of the risks associated with any online or offline interactions with the User. The Company shall in no event be liable, directly or indirectly, for any losses or damages, general special, compensatory, consequential and/or incidental, arising out of or in connection with the conduct of the User or any other Creator in relation to the use of the Platform and/or Product, including but not limited to death, bodily injury, emotional distress, illness or any other damages resulting from meeting or communication between the User and the Creator via the Platform. The Company shall not also in any event be liable, directly or indirectly, for any losses or damages, general special, compensatory, consequential and/or incidental, arising out of or in connection with the Company’s Materials, other Creator’s Materials and/or the User’s Materials, including but not limited to false trade descriptions and/or Product descriptions.

25. The Company does not represent or warrant that:

  • the Platform is fit for Creator’s purpose;
  • the Platform is compatible with the Creator’s mobile device or computer;
  • the Platform is free of errors, defects, malware and viruses; and
  • any electronic files available through the Platform will be free of any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of data.

 

26. The Company shall not be liable for any loss, damages, costs and expenses suffered by the Creator arising out of or in connection with (i) any act, default, omission or negligence of the Specified Payment Gateway or (ii) the closedown, suspension or frozen of the Specified Payment Gateway account.

27. The Platform is provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus. The Company makes no representations or warranties or endorsements of any kind whatsoever, express and implied, as to the Platform or the Company’s Materials, other Creator’s Materials and/or the User’s Materials. The Creator uses the Platform at his own risk.

28. The Company shall have no guarantee of the marketing effect of the for advertising Product in the Platform or the number of User using or visiting the Platform.

Indemnification

29. The Creator shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claims, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, in connection with: –

  • any negligent acts, omissions or willful misconduct by the Creator;
  • the Creator’s access to and use to the Platform;
  • the uploading or submission of any Creator’s Materials by the Creator;
  • any dispute between the User and the Creator;
  • the Creator’s violation of these Terms and Conditions;
  • the Creator’s infringement of intellectual property rights, including but not limited to copyright, trademark, design, patent and etc, of any third parties; or
  • the Creator’s violation or infringement of any laws or regulations.

Intellectual Property

30. The Platform is owned and operated by the Company. All intellectual property rights in the Company’s Materials and the Platform are owned by the Company, save and except those otherwise mentioned hereinbelow. No reproduction, republication, upload, copy, transmit, distribution, display or otherwise use of any of the Company’s Materials on the Platform is allowed or permitted without prior written consent from the Company.

31. There are some materials procured from a third party (including Creator) which may be the subject to copyright owned by that third party. The Creator shall not use any such materials without prior consent from their respective owner. The Creator acknowledges that all company, product and service names used in the Platform are for identification purposes only. Use or display of these names, logos, and brands does not imply endorsement.

Termination

32. Either the Company or the Creator may terminate these Terms and Conditions by giving 30 days’ notice in writing to the other party in any of the following events:-

  • if the other party has committed a material breach of any of its obligations under these Terms and Conditions and has not remedied such breach within 14 days after obtaining written notice from the other party of the breach and request of remedial action;
  • if the other party become insolvent, shall enter into liquidation (whether voluntary or compulsory) or bankruptcy or shall have a receiver appointed in respect of the whole or any part of its assets or undertakings (save in connection with a bona fide amalgamation or restricting);
  • any representation or warranty made by the other party is found to be incorrect or inaccurate in any material respect; or
  • the other party commits any breach of the Terms and Conditions which is not capable of remedy.

33. Termination of this Agreement howsoever caused shall be without prejudice to any rights or liabilities of the party accrued as at the date of termination.

34. Upon the termination or expiration of these Terms and Conditions, if the Product is offered to sell by way of consignment, the Company shall dispose of the Product in its possession in accordance with the Creator’s directions at the Creator’s costs and expenses. All the Products returned to the Creator shall be delivered at the Creator’s sole risks and expenses, to the location agreed by both the Creator and the Company.

 

Personal Data

35. The Creator hereby agrees and undertakes to fully comply with all the applicable personal data laws and all the related regulations and guidelines issued by all relevant authorities in Hong Kong from time to time.

 

Trade Descriptions

36. The Creator hereby agrees and undertakes that all the trade descriptions and Product descriptions posted on the Platform shall be true, accurate, completed, updated and fully match with the corresponding Product. The Creator shall fully comply with all trade description laws and regulations applicable in Hong Kong.

Force Majeure

37. Neither Party will be liable for any delay in performing or failure to perform any of its obligations under these Terms and Conditions caused by Force Majeure. However, any delay or failure by a sub-contractor (if any) or supplier will not relieve either of them from liability for delay or failures except where that delay or failure is also beyond the reasonable control of the sub-contractor or supplier concerned.

38. The party claiming Force Majeure will promptly notify the other parties in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.

Deactivation, Suspension or Cancellation of Creator Account

40. The Company may, at its discretion, suspend or cancel any Creator Account on the Platform and the Creator’s access to all or part of the Platform at any time without the need to provide reasons and any prior notice.

41. The Creator agrees that the Company may change, suspend or discontinue any aspect of feature of the Platform, including but not limited to any feature, database or content on the Platform at any time without any prior notice.

Miscellaneous

42. These Terms and Conditions embodies all the terms and conditions agreed upon between the Parties as to the subject matter of the Terms and Conditions and supersedes and cancels in all respects all previous correspondence, understandings and agreements between the Parties with respect to the subject matter hereof, whether such be written or oral.

43. The failure of any party hereto at any time to require performance or observance by any other party of any provision of these Terms and Conditions shall in no way affect the right of such first party to require performance of this provision and any waiver by any party of any breach of any provision of these Terms and Conditions shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms and Conditions.

44. If any of the provisions in these Terms and Conditions are deemed invalid, illegal, prohibited, void, or for any reason unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.

45. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not apply to these Terms and Conditions and unless specifically herein provided no person other than the parties to these terms and conditions shall have any rights under it nor shall it be enforceable by any person other than the parties to it. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation and/or settlement under or relating to these Terms and Conditions are not subject to the consent of any third party.

46. Unless specified otherwise herein, all notices must be in writing and addressed to the other party’s email address. The notice will be deemed given when verified by automated receipt or electronics lots.

47. These Terms and Conditions does not create any agency, partnership or joint venture between the Company and the Creator.

48. These Terms and Conditions are governed by and shall be construed in all respects in accordance with the laws of the Hong Kong Special Administrative Region all the parties hereto hereby submit to the exclusive jurisdiction of the Hong Kong courts in connection with any matters arising hereunder.

49. Should there be any differences or inconsistencies between these Terms and Conditions and other contents in the Platform, these Terms and Conditions shall prevail.

Modification

50. These Terms and Conditions may be amended or modified from time to time. Any changes will be reflected by an update of these Terms and Conditions. The Creator shall check these Terms and Conditions from time to time.

Effective Date

51. These Terms and Conditions is effective from the time this T&C is agreed.

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