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Terms of Service

The following is an agreement (“TOS” or “Terms of Service”) between 88Bulls Limited which is an entity incorporated the laws of Hong Kong (“88Bulls”) and you (“you” or “your”). These Terms of Service relate to, as applicable, the use of www.88bulls.com, www.hokuapps.com, and/or such other 88Bulls website as designed by 88Bulls (the “88Bulls Site”) and the applicable 88Bulls products and software (e.g., HokuApps software), including all content provided by 88Bulls through such software and the 88Bulls Site (the “88Bulls Software”). By accepting the Terms of Service or by accessing the 88Bulls Site, you acknowledge that you agree to be bound by these Terms of Service and the Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms of Service on behalf of a company, business or other entity, you represent that you have the authority to bind such entity, its employees, officers, directors, contractors, agents, parental entities, subsidiaries and its affiliates to these Terms of Service. In the event of the foregoing, the terms “you” or “your” shall also refer to such entity, its employees, officers, directors, contractors, agents, parental entities, subsidiaries and its affiliates, as applicable. You acknowledge that these Terms of Service is a contract between you and 88Bulls, even though it is electronic and is not physically signed by you and 88Bulls, and it governs your use of the 88Bulls Service. If you do not agree to these Terms of Service or do not have the authority to agree to these Terms of Service (e.g., by not being an authorized representative of a company or by not being of legal age), you should not use the 88Bulls Service.

1. 88Bulls Service

These Terms of Service apply to all users of the 88Bulls Site and/or 88Bulls Software (collectively, the “88Bulls Service”). You expressly acknowledge and agree that 88Bulls shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website, even if such third-party website is accessible through the 88Bulls Service. Users may provide information through the 88Bulls Service such as links to unrelated third party websites, and in such event, 88Bulls does not have the ability to direct or control any aspect of the internet websites of any such third party websites.

2. Beta Phase

You acknowledge that the 88Bulls Service is currently in beta phase and is still being developed. You understand and acknowledge that, at any time and without notice, any and all data may be completely or partially lost, the product may be inoperable or incomplete and is likely to contain errors and bugs. 88Bulls does not make any representations that the 88Bulls Service will be complete or generally available. The details, specifications, and features of the 88Bulls Service shall be considered the Confidential Information of 88Bulls. In addition to the disclaimers in Section 9 (Limitation of Liability), any use of the 88Bulls Service shall be at your sole and exclusive risk, and you shall defend, indemnify, and hold harmless 88Bulls for your use of the 88Bulls Service. 88Bulls shall have no responsibility or liability for any malfunction, lack of performance, lost or corrupted data or any other issue or liability related to or arising from the 88Bulls Service.

3. Payment

A. Only the specific individuals for whom you have paid the required fees and whom you designate (“Authorized Users”) may access and use the 88Bulls Service. Authorized Users may be you or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You are responsible for compliance with these Terms of Service by all Authorized Users. Any use of the 88Bulls Service by you and your Authorized Users must be expressly permitted under these Terms of Use. B. 88Bulls calculates and bills fees and charges monthly. 88Bulls reserves the right to invoice more frequently for suspected fraudulent activity, a perceived risk of non-payment or otherwise in its reasonable discretion. You will pay 88Bulls the applicable fees and charges for use of the 88Bulls Service as described on the 88Bulls Site using one of the payment methods supported by 88Bulls (as may be updated from time to time). You must pay amounts payable in connection with the 88Bulls Service in advance, and you will not be permitted to withhold or deduct any amounts such amounts payable. With at least 15 days prior notice, 88Bulls may increase or add new fees and charges for any existing 88Bulls Service. 88Bulls shall charge an interest rate of the lesser of 1.5% per month or the highest rate legally permitted on all late payments. D. 88Bulls may offer the 88Bulls Service, or portions thereof, to you at no charge, including free accounts, and trial use for a period of up to [30] days (“Free Trial”). In its sole discretion, 88Bulls may, at any time and without notice, subject the use of a Free Trial to any additional terms or conditions as specified or terminate the use of the Free Trial. A Free Trial is only permitted for the period designated by 88Bulls (e.g., 30 days). A Free Trial may not be used for purposes of creating or analyzing the products of 88Bulls. 88Bulls disclaims all responsibility and liability with respect to the Free Trial, including, but not limited to, any support and maintenance, warranty, and indemnity obligations.

4. Term and Termination

A. These Terms of Service are in effect for the duration of your use of the 88Bulls Service (the “Term”), unless earlier terminated pursuant to this Section 3 (Term and Termination). B. If you materially breach these Terms of Service and if the breach is curable and you do not cure such breach within three (3) days written notice of such breach, then your use of the 88 Bulls Service will be terminated and you shall cease use of the 88Bulls Service. C. If either party declares bankruptcy, ceases to operate in its normal course, or is declared insolvent by a court located in a competent jurisdiction, then either party terminate these Terms of Service and cease use of the 88Bulls Service prior to the end of the Term. D. You may terminate use of the 88Bulls Service and these Terms of Service at any time for convenience with prior written notice to 88Bulls; provided, however, you will not receive any credits or refunds as a result of such termination for convenience for prepaid amounts paid in connection with these Terms of Service and/or the 88Bulls Service. E. 88Bulls has a right to terminate these Terms of Service and the 88Bulls Service at any time at its convenience with ten (10) days’ prior notice. F. Upon termination of these Terms of Service, your right to use the 88Bulls Service shall also terminate. You shall also return or destroy any information and materials provided by 88Bulls to you in connection with these Terms of Service and/or the 88Bulls Service.

5. Access

A. 88Bulls hereby grants you permission to use the 88Bulls Service provided that: (i) your use of the 88Bulls Service as permitted is solely for your internal business purposes, and you are not permitted to resell or charge others for use of or access to the 88Bulls Service, or in any other manner inconsistent with these Terms of Service; (ii) you will not transfer, duplicate, give access to, copy or distribute any part of the 88Bulls Service by any means or in any form without the prior written consent of 88Bulls; (iii) you will not attempt to reverse engineer, alter or modify any part of the 88Bulls Service; (iv) build a product using similar ideas, features, functions or graphics of the 88Bulls Service; (v) copy any ideas, features, functions or graphics of the 88Bulls Service and (vi) you will otherwise comply with the these Terms of Service and Privacy Policy. The foregoing grant is contingent upon the continued compliance with these Terms of Service. B. The 88Bulls Service may not be used in an illegal way or in furtherance of illegal activities or in a manner that might be libelous or defamatory or otherwise harassing, tortious, offensive, malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age. C. You shall not use the 88Bulls Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, and you shall not use any automated system that accesses the 88Bulls Service in a manner that sends more request messages to the 88Bulls servers in a given period of time than a human can reasonably produce in the same period. You shall not send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You shall not attempt to gain unauthorized access to the 88Bulls Service or attempt to disrupt the performance of the 88Bulls Service. D. You are fully responsible for all actions of your Authorized Users and your use of the 88Bulls Service, and in your use of the 88Bulls Service, you shall fully comply with all applicable laws, including those related to data privacy and personal data. Further, you shall be solely responsible for complying with any internal policies required by your employer. If you have knowledge of any unauthorized use of any password or account or any other known or suspected breach of security or breach of any provision of these Terms of Service, you shall immediately notify 88Bulls.

6. Intellectual Property Rights

88Bulls and its successor or assigns (or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the 88Bulls Service (including all related software and source code) and any suggestions, concepts, inventions, processes, content, works of authorship, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the 88Bulls Service. These Terms of Service are not a sale and does not convey to you any rights of ownership in or related to the 88Bulls Service, 88Bulls technology, or intellectual property rights. The 88Bulls name, logo, and the product names associated with the 88Bulls Service (e.g., HokuApps) are trademarks of 88Bulls or its affiliated companies, and no right or license is granted to use them. 88Bulls reserves all rights not expressly granted in and to the 88Bulls Service. Other than expressly permitted herein, you agree to not engage in the use, copying, or distribution of any of the 88Bulls Service.

7. Data Submissions

A. The 88Bulls Service permits uploading of select data, information or material that you or others submit to the 88Bulls Service (“Data Submissions”). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Data Submissions and the consequences of posting or publishing them. 88Bulls shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data Submissions. You are fully liable for the legality of all Data Submissions stored by the 88Bulls Service. Furthermore you are fully liable, if such Data Submissions are infringing upon third party rights, and accordingly agree to indemnify 88Bulls for all claims and losses related to such infringement and/or illegality. B. User submitted data do not necessarily represent the views or opinions of 88Bulls, and 88Bulls makes no guarantees as to the validity, accuracy or legality of any data. 88Bulls expressly disclaims any and all liability in connection with Data Submissions. In connection with Data Submissions, you represent, warrant, and covenant that you will: (i) own or have the necessary licenses, rights, consents, and permissions to use and authorize 88Bulls to use all intellectual property rights in and to any and all Data Submissions to use the Data Submissions in accordance with the 88Bulls Service and these Terms of Service; (ii) have the written consent, release, and/or permission of each and every identifiable individual person in the Data Submission to use the name or likeness of any person included in the Data Submissions; (iii) not publish falsehoods or misrepresentations that could damage 88Bulls or any third party; (iv) not submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (v) not impersonate another person; (vi) not send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) not interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (viii) not attempt to gain unauthorized access to the 88Bulls Service or its related systems or networks. C. By submitting the Data Submissions to 88Bulls, you hereby grant 88Bulls a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Data Submissions in connection with the 88Bulls Service and 88Bulls' (and its assignees or successor's) business, including without limitation for promoting and redistributing part or all of the 88Bulls Service (and derivative works thereof) by any means and in any format. For the avoidance of doubt, you retain all of your existing ownership rights in your Data Submissions. D. Without any liability to you, 88Bulls may terminate or suspend your or any user’s access to the 88Bulls Service without prior notice and in its sole discretion. 88Bulls shall base such termination or suspension on the violation of the Terms of Service, including violations of any law or infringement of third party rights. E. Your Data Submissions and any other data exchanged on the 88Bulls Service may be stored outside the United States and the European Union, and such data may be stored in various countries across the world. F. 88Bulls requires that no personally identifiable information or personal health information be part of any Data Submissions or otherwise used in connection with the 88Bulls Service. 88Bulls has not taken precautions designed for managing personally identifiable information or personal health information in connection with the 88Bulls Service. If any personally identifiable information or personal health information is accessible in connection with the 88Bulls Service, you further agree not to collect or access any such information from the 88Bulls Service. G. 88Bulls reserves the right to discontinue any aspect of the 88Bulls Service at any time.

8. Confidential Information

A. Except in accordance with the provision and use of the 88Bulls Service pursuant to these Terms of Service, you shall not disclose to any third party any Confidential Information of ** Bulls, nor use such Confidential Information in any manner other than solely to use the 88Bulls Service. “Confidential Information” shall mean any non-public information or materials provided by 88 Bulls in connection with these Terms of Service and to the extent such information or materials would be considered confidential by a reasonable person. You shall use the same standard of care to safeguard the 88Bulls Confidential Information as you do to protect your own confidential information (but in no event less than a reasonable degree of care). B. The foregoing restrictions around Confidential Information do not apply to any information that (i) is publicly disclosed through no fault of your, (ii) becomes known to you from a third party having no obligation of confidentiality, or (iii) is independently developed by you without reference to 88Bulls’ Confidential Information. Each party shall be permitted to disclose information to the extent legally required. C. You will keep confidential all passwords and/or other access credentials related to the 88Bulls Service.

9. Mutual Warranty and Warranty Disclaimer

A. Each party represents, warrants, and covenants that it has the authority and legal enforceable ability to agree to these Terms of Service. If you represent an entity (corporate or otherwise), you possess the power, ability, and authority to bind such entity to these Terms of Service. You further represent, warrant and covenant that you have not falsely identified yourself or provided any false information to gain access to 88Bulls. B. THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” 88BULLS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OTHER THAN THOSE EXPRESSLY LISTED IN THESE TERMS OF SERVICE, IF ANY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, 88BULLS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS AND AGENTS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

10. Limitation of Liability

A. IN NO EVENT SHALL 88BULLS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, GOODWILL, USE, DATA, OR ANTICIPATED SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER 88BULLS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS OR AGENTS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE 88BULLS SERVICE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OF SERVICE OR YOUR USE OF OR ACCESS TO THE 88BULLS SERVICE OFFERINGS, (II) THE DISCONTINUATION OF ANY OR ALL OF THE 88BULLS SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE 88BULLS SERVICE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF OR ACCESS TO THE 88BULLS SERVICE OFFERINGS; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE 88BULLS SERVICE BY ANY THIRD PARTY; (E) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (F) ANY LIABILITY TO YOUR BUSINESS, INCLUDING TO THE EXTENT SUCH BUSINESS IS AFFECTED BY A SERVICE DISRUPTION OF ANY KIND. B. THE AGGREGATE LIABILITY OF 88BULLS UNDER THESE TERMS OF SERVICE WILL BE LIMITED TO THE LESSER OF: (I) FIFTY UNITED STATES DOLLARS ($50 USD) PER AUTHORIZED USER; OR (II) THE AMOUNT YOU ACTUALLY PAY 88BULLS UNDER THESE TERMS OF SERVICE FOR THE 88BULLS SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 3 MONTHS PRECEDING THE CLAIM. C. YOU SPECIFICALLY ACKNOWLEDGE THAT 88BULLS SHALL NOT BE LIABLE FOR DATA SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. D. The 88Bulls Service is controlled and offered by 88Bulls from its facilities in Hong Kong. 88Bulls makes no representations that the 88Bulls Service is appropriate or available for use in other locations. Those who access or use the 88Bulls Service from other jurisdictions do so at their own volition and are responsible for compliance with applicable local law. E. You are prohibited from bringing any cause of action arising out of or related to the 88Bulls Service and/or these Terms of Service after a period of six (6) months after the cause of action arose. If such cause of action is not brought within such six (6) month period, then the cause of action is permanently barred. For the avoidance of doubt, 88Bulls has no such limitation on raising claims against you with respect to your use of the 88Bulls Service, these Terms of Service, or otherwise in connection therewith.

11. Indemnity

You shall defend, indemnify and hold harmless 88Bulls, its officers, directors, employees, contractors, agents, affiliates and licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the 88Bulls Service or Data Submissions; (ii) your violation of any term of these Terms of Service; or (iii) your violation of any third party right, including without limitation any privacy, intellectual property, or proprietary right.

12. General

A. You agree that: (i) the 88Bulls Service shall be deemed solely based in Hong Kong; (ii) the 88Bulls Service shall be deemed a passive server that does not give rise to personal jurisdiction over 88Bulls, either specific or general, in jurisdictions other than Hong Kong; and (iii) that you agree to subject to the jurisdiction of Hong Kong in the event of any legal dispute. These Terms of Service shall be governed by the internal substantive laws of Hong Kong, without respect to its conflict of laws principles. B. Any dispute that the parties are unable to resolve through negotiation will be submitted to binding arbitration in Hong Kong, China. In all disputes there shall be one (1) arbitrator agreed to by the parties. The arbitrator shall issue a decision in writing, stating reasons therefor, including both findings of fact and conclusions of law, and may award any remedy available at law or in equity (consistent with these Terms of Service). The arbitrator shall have no power to amend or supplement these Terms of Service to award damages other than as permitted by these Terms of Service, or to fail to follow applicable law. Any award rendered by the arbitrator shall be final and binding on the parties, and may be confirmed by the judgment of a court of competent jurisdiction. C. Neither party will be responsible for any delay, interruption or other failure to perform under these Terms of Service due to acts beyond its reasonable control (other than those involving solely monetary obligations), but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party. D. These Terms of Service do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms of Service. E. 88Bulls reserves the right to use your company name as a reference for marketing or promotional purposes on 88Bulls’ Site and in other communication with existing or potential 88Bulls customers. For example, 88Bulls might list your company on one of its webpages under lists of 88Bulls customers. 88Bulls seeks to list only willing customers, and you may provide notice to 88Bulls requesting to not be used as a reference. F. You represent, warrant, and covenant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. In your use of the 88Bulls Service, you represent, warrant, and covenant that you will not violate any export or import restrictions or laws or regulations of the United States or any other country, including any agency or authority thereof. G. 88Bulls may provide notices to you under these Terms of Service by a notice communicated via the 88Bulls Service, an email, or written communication. Notifications shall be deemed to have been received after 12 hours after sending (if sent by 88Bulls Service or email) or the estimated time of arrival by written communication. H. These Terms of Service, and any rights and licenses granted hereunder, shall not be transferred or assigned by you without the prior written approval of 88Bulls. 88Bulls may assign or transfer these Terms of Service, in whole or in part, without restriction. I. These Terms of Service, together with the Privacy Policy and any other legal notices published by 88Bulls, including, but not limited to an end user license agreement, shall constitute the entire agreement between you and 88Bulls concerning the 88Bulls Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. J. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and 88Bulls's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. 88Bulls reserves the right to amend or modify these Terms of Service at any time, and it is your responsibility to review these Terms of Service for any changes. If you do not agree to the revised Terms, your only recourse is to discontinue the use of the 88Bulls Service. Your continued use of the 88Bulls Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. K. The provisions of Section 3 (Term and Termination), Section 5 (Intellectual Property Rights), Section 7 (Confidential Information), Section 9 (Limitation of Liability), and Section 11 (General) shall survive termination or expiration of these Terms of Service together with any provision of these Terms of Service that contemplates performance or observance after termination or expiration.
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