You are responsible for your Account security

3.1 To use Serai, each user sets up an Account. Please use your Account to send us instructions and requests. If you do not send your instructions or requests to us through Serai, we do not have to act on them. This includes:

• adding an Account for your Profile
• designating an Administrator or Editor for your Profile
• managing your Profile's visibility settings
• changing content on your Profile
• purchasing Third Party Solutions (as defined in clause 5.10)

3.2 There are three user types on Serai: Administrator, Editor and User. Each Business must have at least one Administrator at all times.

3.3 You are responsible for your Account and Profile's security and information. This includes:

• a) ensuring your user name and password are kept confidential at all times
• b) setting up, maintaining and reviewing security for your Account
• c) ensuring that your Profile is only used and managed by authorised users in your Business
• adding a connection

We respond to requests from your Account

3.4 We will receive requests or instructions from your Account. We can act on such requests and instructions without asking about their authenticity or verifying the user making the requests. You agree on behalf of your Business that your Business is responsible for all requests and instructions coming from an Account associated with your Business. You agree on behalf of your Business that all such requests and instructions are binding on your Business. This is true whether they are authorised, unauthorised, inaccurate, mistaken, or fraudulent. You and your Business agree to, jointly and severally, hold us harmless against any liability, claims or demands arising from such requests and instructions.

Contact us if your Account is accessed without authorisation

3.5 We will never ask you for your password. Notify us via your Account if you become aware of, or suspect, any unauthorised access of your Account or Profile at security@seraitrade.com. This includes:

• a) any unauthorised use of your username and password
• b) any unauthorised use of services, or any unauthorised transactions on Serai
• c) any loss, theft, disclosure, or compromise of information.
  

You agree to use Serai legally, truthfully and responsibly

4.1 You agree that you will post only legal and appropriate content on Serai and on your Profile and to comply with out Content Policy.

You will use Serai legally

4.2 You agree that you will use Serai legally and for authorised purposes only, such as showcasing your business, making connections, messaging other businesses, and engaging Third Party Solution providers via Serai and you will not:

• a) use Serai in any way that breaches any applicable laws or regulations
• b) use Serai in any way that is unlawful or for any unlawful purpose
• c) do any of the following with Serai or any Serai Intellectual Property (see clause 7) without our written consent:
  

• sell, lease or otherwise derive income
• license or sub-license
• assign
• transfer
• distribute

You will use Serai truthfully

4.3 You agree that you will use Serai legally and for authorised purposes only, such as showcasing your business, making connections, messaging other businesses, and engaging Third Party Solution providers via Serai and you will not:

• a) create a false identity on Serai
• b) misrepresent your identity on Serai
• c) create a Profile on Serai for any business other than your own
  
• d) provide inaccurate content about your Business.
  

You will use Serai and our information responsibly 

4.4 You acknowledge that all information on Serai is contributed by Serai users unless explicitly stated otherwise. Please exercise your own due diligence and judgement when considering or acting upon any information Serai.

4.5 Serai does not:

• endorse or recommend any business on Serai
• verify or exert any editorial control over your Profile.

4.6 You agree that you will use Serai and the information on Serai (Serai content) responsibly and you will not: 

• use Serai in any way which might result in any loss of your or any Third party's property or information
• use automated scripts to collect information fro, or otherwise interact with Serai
• use any data mining, robots, scraping, or similar data gathering or extraction tools on Serai or Serai content
• manually collect, gather, or extract information from Serai other than for the purposes of using and accessing services and features of Serai
• introduce malicious or technologically harmful code to Serai including any viruses, trojans, worms, logic bombs or other material
• try to create any compilation or derivative works from Serai content
• tamper with Serai, or translate, modify, decompile, reverse engineer, decrypt, disassemble, or in any way attempt to derive the source code of any Serai products, features or of any solutions available on or via Serai

4.7 You also agree that you will not attempt unauthorised access to, interfere with, damage or disrupt: 

• any part of Serai
• any equipment or network on which Serai is stored
• any software used in the provision of Serai
• any equipment or network or software owned or used by any third party

4.8 You and your Business agree to, jointly and severally, hold us harmless against any liability, claims or demands arising from the content you post on Serai.

Use of Information

Serai content

5.1 You may use Serai content to build your business network and access solutions and opportunities on Serai. You must not use Serai content for any other personal or commercial purposes.

5.2 Serai content is provided as general information. It is not intended to be formal advice. Please get professional or specialist advice before taking or refraining from any action based on the Serai content.

5.3 We strive to create an environment of accurate and useful information. However, we do not warrant or guarantee that Serai content is accurate, complete or up to date.

5.4 Serai is provided on an “as is” basis. You are responsible for checking that Serai is suitable and fit for your purposes before using our services. 

5.5 Some Serai content has been sourced from the public domain.

5.6 By using Serai, you grant Serai the right to use and create compilations and derivative works from content about you and your Business which may be found in your Profile or in the public domain for commercial or other purposes. Such content includes your Business’ websites and social media.

5.7 We may use your Profile and information about your activities on Serai to enable Serai products and features.  We may also use this information to recommend business services to you and to conduct commercial exploration of big data applications.

Serai may contain third party content and solutions

5.8 Serai may contain links to other websites or content or information provided by third party sources (Third Party Content)

5.9 We are not responsible or liable for any Third Party Content even if it is shown on Serai. We cannot guarantee that Third Party Content will be accurate, current or suitable for any purpose.

5.10 Where you purchase a solution provided by a third party or Third Party Content via Serai (Third Party Solutions), you may be subject to the provider's terms and conditions and privacy notice specific to your purchased solution. Be aware that such solutions providers may also charge you additional fees.

5.11 You will look solely to the external provider of Third Party Solutions for any loss, claims or damages arising from, or related to, the provision of such solutions. You specifically release Serai from any and all claims arising from or relating to the purchase or provision of any such Third Party Solutions. You agree that we are not a party to the contract between you and any external provider of Third Party Solutions from whom you purchase any solutions.
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Paid services and payment

6.1 If you subscribe for a paid service, you agree to pay the applicable fees and taxes. Failure to pay these fees may result in the termination of your paid services. Also, you agree that:

• your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates)
• [if you subscribe for a paid service, your selected payment method will be charged automatically at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel your subscription before the renewal date.]

6.2 If you purchase a solution or service on Serai, you will enter into a seperate contract with the seller which will either be:

• Serai; and/or
• an external provider of Third Party Solutions, including where Serai is acting as a fulfillment agent for the external provider.

6.3 Except as required by law, payments are non-refundable, including fees and other charges.

• If you cancel your subscription for paid services, all of your paid features will expire at the end of your billing cycle.
• Pay-per-action solutions delivered and charged are non-refundable. These solutions, include, for example, the Traffic-Light service, and any other charge per click and product where you're charged per action.

6.4 We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

Payment Processor

6.5 Serai is not responsible for processing any payments. We use a third party payment processor (Payment Processor) to assist in processing your payment information when you make a purchase on Serai. For further information on how your personal data may be processed by such Payment Processors, please refer to our Privacy Policy.

6.6 When you make a purchase on Serai, the relevant Payment Processor’s terms of service and privacy policy shall govern and apply to information collected via your transaction. Serai encourages you to read the terms of service and privacy policy of the relevant Payment Processor prior to providing any information regarding payment.

Intellectual property

Respect intellectual property rights when using Serai

7.1 We respect the intellectual property rights of others. We want to offer a platform where no content violates those rights. Give us notice at hello@seraitrade.com if you believe that someone on Serai is:

• infringing your intellectual property or posting your proprietary content
• conducting themselves in a way that is in breach of these Terms.

7.2 You agree that, as between you and us, we own all rights, title and interest in Serai and all intellectual property in or relating to Serai (Serai Intellectual Property) which includes:

• graphics and visual design
• source codes
• service names
• copyrights and copyrighted content
• database and datasets (including all compilation rights)
• Serai Confidential Information (including know-how and trade secrets)
• all other content and works about or generated in the course or operation of Serai.

Your license to Serai

7.3 You grant to Serai a non-exclusive, worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish and process your Business name, brand, logo and registered or unregistered trademarks (Brand Assets) that you provide onto or via Serai without any further consent, notice and/or compensation to you or to others. You can end this license for your Brand Assets by deleting such content from the Serai, or generally by closing your Business’ Account, except (a) to the extent you shared your Brand Assets with others on Serai and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

7.4 Users may give feedback to us on the features and functions of Serai. Once you give feedback to us, the feedback belongs to us exclusively. We will get any interest or intellectual property rights which may have been generated from your feedback. We may use your feedback and use it on Serai without your permission and without compensating you.

7.5 You may only use Serai Intellectual Property to access or use Serai or its services for its intended purposes. You cannot use it for any other personal or commercial use.

7.6 Nothing in these Terms grants any licence or right to use Serai Intellectual Property unless you have our express permission.

You understand and respect Serai Confidential Information

8.1 Serai Confidential Information includes all content in the password-protected zone of Serai, including:

• product features
• functions
• business network and connections
• user activities
• digital customer journeys
• source code and object code
• user experience and interface designs

8.2 Information that would be Serai Confidential Information will not be considered confidential under these Terms if:

• it is available to the public through no fault of breach of yours
• it is made available to the public by us
• it is independently developed by you without the use of any Serai Confidential Information
• It was rightfully obtained from a third party who had the right to transfer or share it with you.

8.3 All Serai Confidential Information remains our property. You have no licenses or other rights around the Serai Confidential Information that are not specified in these Terms.

8.4 You agree that you will not share any Serai Confidential Information in any format with anyone unless allowed under clause 8.2 or with our written consent.

8.5 You agree that the Serai Confidential Information is provided to you. We share this information to help you access and use Serai. If you give Serai Confidential Information to anyone without our permission, you may damage Serai. You may cause irreparable harm to our reputation, finances, and development progress. It may be difficult to state a dollar sum figure for the harm and injury caused by such actions. We have the right to use any legal actions we have to protect Serai and our rights and also go to court to seek an injunction:

• stopping you from disclosing any information
• demanding that you comply with our Terms.

You agree to share information with us

9.1 We collect, store, process and use your personal data according to our Privacy Policy. Information will only be disclosed to third parties where it is necessary, such as to process your transactions, or if there is a legal need to do so.

9.2 You must provide certain information when you register for an Account and use our solutions and products.

9.3 Where you provide personal data about another person, you must direct that person to our Privacy Policy. You must tell them how we may use their personal data, and get their permission to share their details with us.

9.4 We may transfer or disclose information about you and your Business to:

• employees of Serai
• any member of our group, including our ultimate holding company and its subsidiaries and affiliates
• other users of Serai
• any third parties providing services to us in the operation of our business including:
   i. agents, contractors, and service providers
  ii. administrative support and services
  iii. telecommunications, computer, payment, processing; or investigation services
  
• any third parties providing content and/or solutions to you via Serai
• any persons under a duty of confidentiality to us who need the information for their duties (including auditors and advisors)
• persons with whom we are legally required to share information in or outside of Hong Kong, including:
  i. the government
  ii. regulatory
  iii. law enforcement bodies
• fulfil a request from a regulatory authority or law enforcement body.

9.5 All of the information transfers described in 8.4 above may occur anywhere in the world.

You are responsible for your online security using Serai

10.1 We do not guarantee that Serai will be secure or free from bugs or viruses. Your use of Serai is entirely at your own risk.

10.2 You are responsible for using information technology and computer programmes to configure your access to Serai. You should use your own virus protection software.

10.3 Transmitting information by Internet or mobile networks is not completely secure. The security measures above do not remove the possibility of fraud or cyber-attacks, such as hacking, spyware and viruses. We do not guarantee that our servers or network will be immune from such attacks. Although we will use security measures to protect your information, we cannot guarantee the security of information transmitted to and from Serai via the Internet or mobile network. We are not liable for any loss or damage arising from risks relating to any transmission.

You are liable for your costs and losses from using Serai

11.1 Any risks, costs and damages associated with installing or using Serai will be wholly assumed by you. We are not liable for any loss resulting from any action taken or reliance made by you based on any Serai content. 
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11.2 To the fullest extent allowed by law, we will not be liable for any direct or indirect damages (such as losing out on an opportunity or a chance to make a profit or losing out on a contract) and any losses resulting from your use of Serai or any Serai Confidential Information we have provided to you whether arising from these Terms or by our negligence, regardless of whether we knew that you would have incurred any loss from our actions. 
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11.3 In any event, our total liability (unless involving personal injury) towards you is capped at HK$1,000.

Serai service may be interrupted or suspended

12.1 We do not guarantee that Serai, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict all or any part of Serai for operational reasons (suspension). For example, this may occur during maintenance, to implement service upgrades, or when there is a suspected breach of security.

12.2 We may also suspend or revoke your right to use all or any part of Serai if you breach these Terms or misuse Serai. This also applies if you are suspected of misusing Serai.

12.3 We will try to give you reasonable notice of any suspension. We are not liable to you for any disruptions caused by any suspension if we were unable to provide you with reasonable notice.

Serai is not available to Sanctioned Persons or in Sanctioned Territories

13.1 By using Serai and agreeing to our Terms, you confirm that your Business is not a Sanctioned Person (see below). You also confirm that nobody involved in your Business is a Sanctioned Person. This includes you, your shareholders, directors, and individuals or organisations who own or benefit from your Business. Our solutions are not available to Sanctioned Persons.

13.2 You can access our solutions from anywhere in the world, except in Sanctioned Territories (see below). If you travel, you cannot access Serai from Sanctioned Territories. You can resume your use of our solution when you are outside the Sanctioned Territories.

13.3 Users in or ordinarily resident in a Sanctioned Territory cannot access Serai. This includes using IP proxies, VPNs, or other methods to disguise their location for accessing Serai. Additionally, you cannot use Serai for or on behalf of any Sanctioned Person.

Definition of Sanctioned Persons and Sanctioned Territories 

13.4 Sanctioned Person: any person or organisation designated as a Sanctioned Person on the following lists.

• The United Nations Security Council Consolidated Lists
• The Consolidated List of Financial Sanctions Targets maintained by the UK HM Treasury
• The Consolidated List of Persons, Group and Entities subject to EU Financial Sanctions
• The Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons
• The US Government’s Denied Persons List
• The US Government’s Entity List
• The US Government’s Foreign Sanctions Evaders List
• The US Government’s Unverified List
• Any list of targeted persons issued under the Economic Sanctions Law (see below) of any other country or region

This also applies to persons or organisations that are:

• part of a government of a Sanctioned Territory
• owned or controlled, directly or indirectly, by, or acting on behalf of, any persons on any of the lists above
• incorporated within, located within, or operating from a Sanctioned Territory and subject to any Economic Sanctions Law
• targeted under any Economic Sanctions Law.

13.5 Economic Sanctions Law: Any laws, regulations, or other orders that apply to you or us that relate to:

• the European Union
• any EU member state
• the United Nations
• the United States of America
• the People's Republic of China
• Hong Kong SAR
• any other jurisdiction applicable to you or by us

13.6 Sanctioned Territory: any country or other territory subject to a general embargo under Economic Sanctions law. This includes exports, imports, and financial or investment embargoes.

Either you or we can terminate these Terms and stop your use of Serai

14.1 Our Terms are valid and effective until terminated in accordance with this clause 14.

14.2 We may terminate the operation of Serai, or your right to use Serai. We may do this at any time for any reason, without providing you with notice and without being liable to you.

14.3 You may also terminate these Terms at any time for any reason.

14.4 If either you or we terminate these Terms:

• you must stop use of Serai
• you must delete Serai from all your devices and computers. If you are unable to delete Serai from your devices and computers, you agree that you will continue to hold all information from and on Serai confidential
• you must return or destroy all Serai Confidential Information that you have or control. The one exception is documentation and information you need to keep for corporate governance, audit and internal records.

14.5 After these Terms are terminated, these clauses will continue to apply to you, your Business and the Company:

• 8 ( Serai Confidential Information)
• 9 ( Data Protection)
• 11 (Limitation of Liability)
• 14 (Termination)

If any part of our Terms is invalid, we will change it to make the Terms valid

15.1 If any part of our Terms may be or become invalid, illegal, or unenforceable (invalid), you agree that our Terms are automatically changed by the necessary minimum to make them valid.

15.2 If this minimal change is not possible, the invalid parts will be considered deleted. A change or addition to these Terms under this clause does not affect the validity of other parts of our Terms.

These Terms are governed by Hong Kong law and arbitration

16.1 You, on behalf of yourself and your Business and the Company agree that these Terms will be governed by Hong Kong law.

Disputes around the Terms will be resolved by arbitration in Hong Kong 

16.2  Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it will be referred to and finally resolved by arbitration pursuant to the HKIAC Domestic Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause will be Hong Kong law. The seat of arbitration will be Hong Kong. The number of arbitrators will be one. The arbitration proceedings will be conducted in English. 

16.3 Nothing in our Terms prevents us from seeking urgent injunctive or similar relief from any court of competent jurisdiction if we need to enforce our rights under these Terms. You, on behalf of yourself and your Business, and the Company, irrevocably agree that courts of Hong Kong have non-exclusive jurisdiction to settle any such dispute or claim.

Last updated: [*] September 2020