Terms and Conditions for Use of the Platform for Retailers and Location Operators

These Terms and Conditions form a legally binding agreement between the Company and the User for the use of the Platform. These Terms and Conditions apply to the User’s access to, and use of the Platform, including but not limited to the website and mobile application owned and operated by the Company. If the User does not agree to these Terms and Conditions, the User shall refrain from accessing or using this Platform or placing any Purchase Order via 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;
d)“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.);
e)Partiesmean the Company and the User;
f)“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;
g)“Product”means the products created or services rendered by the Creator intended to be sold or offered to sell in the Platform;
h)“Product Warranty”means the maintenance and replacement of Product;
i)“Purchase Order”means order of the Product made by the User in the Platform;
j)“Purchase Price”means the payment for the Product paid by the User to the Creator;
k)“Specified Payment Gateway”means the third-party payment gateway through which the User makes payment for the product and/ or services via the Platform;
l)Usermeans any person that accesses and/or uses the Platform; and
m)“User’s Materialsmean 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; and
  • a means for the User to enquire and/ or purchase the Product from the Creator.

The Membership Account

3. To access and to use the Platform, the User must register for a password-protected account.

4. To register for an account, the User is required to provide any information required by the Company for registration. See our Privacy Policy.

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

Payment

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

7. The User should review and/or confirm all the descriptions and information of the Product before the making any payment, including but not limited to the price, expiry date, quantity, and special terms (if any).

8. Upon the User’s has made a Purchase Order, a legally binding agreement is formed between the User and the Creator. The User shall pay the full amount of Purchase Price through the Specified Payment Gateway.

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

10. Since the Company is not the manufacturer or supplier of the Product and/or agent of the Creator, should there be any complaint against the Product or any issue of refund, the User shall contact the Creator directly.

Product Warranty

11. The Product Warranty period, if any, is determined by the Creator and may be specified in the respective product descriptions or other Creator’s materials. The User may contact the Creator for the Product Warranty via the Platform. The Product Warranty may not be applicable for all Products. Please read the Product descriptions carefully or ask the Creator directly. The User shall confirm all the details of the Product Warranty before placing any Purchase Order.

12. The User acknowledges that during the Product Warranty period (if any), free-of-charge maintained and/or repair services will be provided by the Creator, but not the Company.

13. The term of the Product Warranty commences at the date of confirmation of User’s Purchase Order by the Creator.

14. The Product Warranty will only be valid only after registration, save and except otherwise specified by the Creator. The User shall scan the bar-code on the Product to register or complete other registration procedures as specified by the Creator in order to obtain the Product Warranty.

The User’s Materials on the Platform

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

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

17. The Company has the right to use, copy, adapt, create derivative works of and disclose to third-parties any such User’s Materials (with the exception of certain personal data as specified on the Company’s Privacy Policy) for any purpose. The Company has the right to disclose the User’s identity to any third-party in the event that such third-party claims that any User’s Materials constitute a violation of their intellectual property rights or privacy rights.

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

Representations, Warranties and Undertakings

19. The User hereby represents and warrants that:-

  • the User is at least 18 years old and can form legally binding contracts under applicable law;
  • the User is not engaging in any activity that is false or misleading; and
  • nothing in the User’s Material has infringed any intellectual property right, including but not limited to copyright, trademark, design and all other intellectual property rights.

20. The User 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 User hereby undertakes not to post any User’s Materials which:-

  • 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 libelous 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 the User to search for the Product, to make the Purchaser Order directly with the selected Creator and collect the Purchase Price from the User on behalf of the Creator.  The Company is not the manufacturer or supplier of any Product nor an agent and/or partner of the Creator. The Company does not own, create, offer, sell, resell, provide, control, manage, deliver or supply any Product. 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 Products exhibited in physical store and/or showroom are provided by the Creator to the Company. The Products exhibited are intended for display only.

24. The Kiosk inside the in physical store and/or showroom will display information of the Products. The Company does not represent and/or guarantee the said information is true, accurate, completed and updated and disclaims all liability in this regard. The said information is for reference only. The User shall always read the Product descriptions in the Creator’s Material carefully and shall contact the Creator directly if the User has any enquiry in relation to the Product.

25. The Company shall have no obligation to investigate the Creator’s compliance with the all local applicable laws or regulations, licenses and/or permits required for selling the Product from any relevant competent authorities. The Company shall not be liable if the Creators uses the Platform to sell Products which may infringe or contravene any local laws and regulations.

26. The Company does not assume any responsibility for the accuracy or reliability of the identity of the Creator and/ or any information, including but not limited the Product descriptions, provided by the Creators. While the Company requests Creators to provide true, accurate, complete and updated information, the Company is under no obligation to update or to ensure that the information provided by any Creator is true, accurate, complete and updated.

27. The Company shall not be liable for any loss and damages (direct, indirect, consequential, incidental, special, exemplary or punitive loss or damage), however caused (including through the Company’s negligence or omission), suffered or incurred by the User arising out of or in connection with: (i) the User’ access to or use of the Platform, (ii) any action, negligence or omission by the Creator, (iii) any decision or action taken by the User in reliance on any Company’s Materials, Creator’s Materials and/or other User’s Materials; (v) any error or defect in the Platform; and/or (vi) any loses and damages incurred in the use of the Product.

28. The User 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 Creator. 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 Creator or any other User in relation to the use of the Platform and/or the 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, Creator’s Materials and/or User’s Materials, including but not limited to false trade descriptions and/or Product descriptions.

29. The Company does not represent or warrant that:

  • the Platform is fit for every User’s purpose;
  • the Product provided by the Creator is fit for every User’s purpose;
  • the Product provided by the Creator is of merchantable quality;
  • the Product provided by the Creator corresponds with the Product descriptions in the Creator’s Materials;
  • the Creator does not infringe any intellectual property rights of any third parties and has the right to sell the Product;
  • the truthfulness, accuracy, reliability, completeness and update of the Company’s Materials, the Creator’s Materials and/or other User’s Materials;
  • the Platform is compatible with the User’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.

30. The Company shall not be liable for any loss, damages, costs and expenses suffered by the User 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.

31. 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, the Creator’s Materials and/or the User’s Materials. The User uses the Platform at his own risk.

 

Indemnification

32. The User 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 User;
  • User’s access to and use to the Platform;
  • the User’s inability to use the Platform;
  • the uploading or submission of any User’s Materials by the User;
  • any dispute between the User and any other User(s) and/or Creator(s);
  • the User’s violation of these Terms and Conditions; or
  • the User’s violation or infringement of any laws or regulations.

Third Party Links

33. The Platform may contain links and pointers to other websites, resources, and advertisers of the Platform. Links to and from the Platform to other mobile applications or websites, maintained by third parties, do not constitute an endorsement by the Company or any affiliate of any third-party site or content. The Company is not responsible for the availability of these third-party resources, or their contents. The Company has not reviewed any or all of the mobile applications or sites linked to the Platform and is not responsible for the content of any third-party pages or any other mobile applications or websites linked to the Platform. The User’s linking to other third-party sites is at his own risk. By clicking on any such link, the User acknowledges that the Platform has no control over, and makes no representations of any kind with respect to, such other mobile applications, websites or any content contained within such other mobile applications or websites, and the User hereby revokes any claim against the Company with respect to such other websites. The User should direct any concerns regarding any external link to its mobile application or site administrator or webmaster.

Intellectual Property

34. 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.

35. There are some materials procured from a third party (including the Creator) which may be the subject to copyright and/or other intellectual property right owned by that third party. The User shall not use any such materials without prior consent from their respective owners. The User hereby 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.

Deactivation, Suspension or Cancellation of User Account

36. The Company may, at its discretion, suspend or cancel any account created by the User on the Platform and the User’s access to all or part of the Platform at any time without the need to provide reasons and any prior notice.

37. The User 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

38. 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.

39. 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.

40. 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.

41. 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.

42. 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.

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

44. 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.

45. 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

46. 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. User shall check these Terms and Conditions from time to time.

Effective Date

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

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