These Terms of Use (“Terms”) constitute a legal agreement between you (“User”, “you” , including but not limited to any corporate subscribers [“Company Subscribers”] who have company subscriptions ["Company Subscription"] for use by their employees or authorized representatives), and Ones Software Limited of Room 804, Premier Centre, No. 20 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong SAR, a limited company incorporated under the laws of the Hong Kong Special Administrative Region (“Ones”, "us”), governing your subscription of the Ones’ computerized office assets management system (“Subscription”).

Ones operates and maintains a cloud-based computerized office assets management system (the “Software”) under the name “Offision” or otherwise. Our services are made available to you through our websites, including but not limited to https://offision.com/ (collectively the "Websites") and our applications running on various applicable devices (“Apps”), all of which operated by Ones. Our Software, Apps and Websites together constitute our services (the "Service").

Please read these Terms carefully before accessing or using any of our Service. These Terms, together with our Privacy Policy and Schedule of Charges, which can be found at the Websites and Apps, and are incorporated in these Terms by reference, form a legally binding contract between you and us regarding your Subscription and your use of the Service.

Notwithstanding the foregoing, if you have entered into a separate written agreement with us, our resellers and/or distributors with respect to your Subscription, such separate agreement (“Written Agreement”) shall also apply to your Subscription in addition to these Terms. The terms of any Written Agreement between you and us regarding the Service shall prevail in the event of any inconsistency between these Terms and such Written Agreement. You acknowledge that our resellers and/or distributors are not our agent and we shall not be held liable for any agreements entered into between yourself and our resellers or distributors.

By you (or if you are a Company Subscriber, your Authorized Users as defined in these Terms) clicking on the “AGREE” button below and/or by using the Service, you acknowledge, understand and agree to these Terms and these Terms will be legally binding on you. If you are a Company Subscriber, you are fully responsible for compliance by all of your Authorized Users with these Terms for all use of the Service. The Terms shall apply to you whether or not you have created an account with us or whether you are using only a portion of our Service.

If you do not agree to these Terms, please click on the “DISAGEE” button and stop using the Service.

1 Our Service

1.1 The Software is a mobile friendly, cloud-based business asset reservation and management platform for businesses to (i) allow reservations of the business assets by users; (ii) provide insights on utilisations of the business assets; and (iii) provide a hub for management of business assets. Our Service includes the Software, systems generated or forwarded messages, in-app chat or short message service (“SMS”) on behalf of Users, alerts, reports and other contents made available by us or derived from User generated contents stored with us.

1.2 We reserve the rights to add, modify, suspend or discontinue the Service or any feature or functionality within with a minimum of 7 days’ notice to you. Such notice may be published on pages of the Websites and the App but may not remain in place for any extended period of time. Any modifications and newly added features to the Service are also subject to these Terms.

1.3 The Service provided does NOT include your User Data (defined in Clause 6) or any software application or service not provided by us (including information or software provided by you or a third party), either directly or via application programming interface (“API”), Internet of Things (“IoT”) import or export (either via one time migration or ongoing integration), which you use in connection with the Service.

1.4 The Service provides a number of different features and services to assist you in managing business assets and understanding the utilisation of them. Such features or services are NOT intended to provide accountancy, legal, tax or financial advice and should NOT be relied upon in that regard. We are not a financial planner, broker, accountant or tax advisor. Before making any final decisions or implementing any record management, insurance, or financial strategy, you should consider obtaining advice from your professional advisers. Users accessing such information or features or services are advised to obtain appropriate professional advice. You acknowledge that we disclaim any responsibility for or liability related to your use of the information set out in this Clause 1.4.

2 Eligibility and System Requirements

2.1 The Service is not targeted towards, nor intended for use by, anyone under the age of 18. By using the Service, you represent and warrant that you are 18 years of age or older. If you are not at least 18 years of age, do not use, access, or register for the Service. We reserve the right to terminate your Subscription in the event that we become aware that you are under 18.

2.2 Use of the Service shall be available through (i) compatible Internet browsers on personal computers or mobile devices, or through compatible iOS or Android devices as set out in the Websites and (ii) shall require network connections. You agree that you are solely responsible for meeting these requirements (which may be further updated from time to time), including any applicable charges, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider (including but not limited to mobile data service fees and possible charges for SMS).

2.3 Access to our Service may not be available in all locations around the world.

3 Grant and Scope of Licence

3.1 In consideration of (i) you subscribing to the Software; and (ii) you agreeing to abide by the Terms, including your payment of Subscription Fees (as defined in Clause 9, if applicable), we grant to you a limited, personal, non-exclusive, non-transferable, non-resaleable and non-sub-licensable right to use the Service and its underlying technologies during the Subscription Term (as defined in Clause 19) in accordance with these Terms.

3.2 We license the use of the Software, the Websites and the App to you on the basis of these Terms. We do not sell the Software, the Websites and/or the App or their right to use to you. We or our licensors remain the owner of the Software, the Websites and the App at all times. All rights, title and interest in and to the Service, the Software, the Websites and the App and its components (including all Intellectual Property Rights, as defined in Clause 12.1) will remain with and belong exclusively to us or our licensors.

3.3 You may access the Service for your personal or own business purposes only: -

3.3.1 if the licence is a Company Subscription or a multi-user subscription, for the pre-defined and pre-agreed number of concurrent authorized users (“Authorized Users”) as specified in your Subscription; or

3.3.2 on 1 device concurrently if the Subscription granted to you is a single-user subscription.

3.4 We will from time to time publish new releases of the Software and/or the App (including but not limited to free supplementary software code or update of the Software incorporating "patches" and corrections of errors), subject to you consenting to receiving automatic App updates on your mobile devices. You acknowledge and accept that we will only maintain and support the most current version of the Software and the App and are not obliged to continue supporting old versions of the Software or the App. Your continued access to the Service shall be contingent upon you installing the latest version of the Software and/or the App. If you choose not to install such updates or if you opt out of automatic updates or if you otherwise fail to keep the Software and/or the App updated, you may not be able to continue using the Service. You further acknowledge that any updates to the Software and/or the App may not be supported by your current hardware and/or system configuration.

3.5 Any future release, update, or other addition to the Software, the App and/or the Service provided to you pursuant to your Subscription shall also be subject to these Terms.

3.6 The rights provided under this Clause 3 are granted to you only, and shall not be considered granted to any subsidiary or holding company or associated company of yours.

4 Terms of Use

4.1 You are only entitled to access and use our Service for lawful purposes and pursuant to the terms and conditions of these Terms. Any action by you that, in our sole discretion:-

4.1.1 violates the terms and conditions of these Terms;

4.1.2 resell or charge others for use of or access to the Service, or in any other manner inconsistent with these Terms;

4.1.3 duplicate, transfer, give access to, rent, lease, sub-license, loan, or distribute any part of the Service in any medium without our prior written authorization;

4.1.4 copy the App except where such copying is incidental to normal use of the App or where it is necessary for the purpose of back-up or operational security;

4.1.5 make alterations to, or modifications of, the whole or any part of the Service, the Software and/or the App;

4.1.6 use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service or any portion of the Service;

4.1.7 attempt to decipher, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service, the Software, the App or any of the software comprising or in any way making up a part of the Service;

4.1.8 cause or permit the Service or any part of it to be combined with, or become incorporated in, any other programs without our prior written approval;

4.1.9 use our Service for any purposes that are unlawful or fraudulent or is otherwise prohibited by these Terms;

4.1.10 knowingly sends, uploads, or in any other way transmits data that contains any form of virus or worms or Trojan horses or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

4.1.11 illegitimately restricts, inhibits or prevents anyone’s access, use or enjoyment of our Service;

4.1.12 infringes our Intellectual Property Rights or those of any third parties;

4.1.13 take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;

4.1.14 interfere with or disrupt the integrity or performance of the Service or the data contained therein;

4.1.15 introduce any virus or vulnerability into our network, or otherwise violate the security of our Software, Websites, App or Service;

4.1.16 attempt to gain unauthorized access to the Service, the Software, the Websites and/or the App;

4.1.17 violates any applicable international, national and local laws and regulations; or

4.1.18 harms or intends to harm any person or any company in any way

shall be prohibited. Without prejudice to other remedies we have may have, such act may result in termination of your Subscription or loss of your right to access and use our Service without refund or any kind of compensation .

4.2 In storing data in our Service or in using our in-app instant messaging service or SMS service, you are not permitted to store or send:-

4.2.1 spam, duplicative or unsolicited messages;

4.2.2 content that infringes or misappropriates our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights;

4.2.3 obscene, pornographic, threatening, violent, defamatory, libelous, hateful, discriminatory, racially or religiously offensive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy, data privacy or publicity rights;

4.2.4 any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features or any malicious code or other potentially damaging computer programs or files;

4.2.5 content that violates any other agreement you may have entered into with a third party;

4.2.6 information that misleadingly impersonates any person or company or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;

4.2.7 content that violates any applicable law, statute, ordinance or regulation; or

4.2.8 content that otherwise violates these Terms.

5 Accounts and Registrations, Accounts Management

5.1 Regardless of whether your subscription is free of charge or paid, you are required to register for an Offision user account (“User Account”) to use our Service. If your Subscription is covered by a Company Subscription, you will receive an invitation to register email by the account administrator (“Account Administrator”) designated by your company. The Account Administrator is assigned to manage the Subscriptions of Authorized Users under your Company Subscription and you will be directed to complete the account registration online in order to access our Service.

5.2 If you are an Account Administrator:-

5.2.1 You shall not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service;

5.2.2 You shall permit us to audit your Company Subscription or multi-user subscription to ensure compliance with these Terms. If any such audit reveals that you or your company has underpaid Subscription Fees to us, then without prejudice to our other rights, you or your company shall pay to us an amount equal to such underpayment within 7 days of the date of the relevant audit.

5.3 You may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number already subscribed and, subject to your payment of the relevant fees, we shall grant access to the Service to such additional Authorised Users in accordance with the provisions of these Terms.

5.4 In subscribing to our Service, you may be prompted to provide some information about yourself, your contact information, your company/employer, or the company agreeing to cover your Subscription by means of a Company Subscription. Some of this information may include personal identifying information ("Personal Information") and/or financial (such as value) or other information (such as location) of physical assets ("Asset Information").

5.5 You are responsible for safeguarding the password that you use to access your User Account, and it is recommended that you choose a password of sufficient length and complexity such that third parties will not readily guess your password. You should take measures to maintain and preserve the confidentiality of the username and password associated with your User Account, and you must notify us promptly of any unauthorized use or suspected breach of security of your User Account at hello@ones.software. We shall not be liable for any losses that may result from any unauthorized use of your User Account due to your failure to maintain appropriate confidentiality measures.

5.6 You agree not to disclose the password of your User Account to any third party and you are to take responsibility for any activities or actions under your User Account, regardless of whether such activities or actions are authorized by you or not. In addition, if you are an Account Administrator, you are to take responsibility for all activities for the User Accounts of all Authorized Users under your Company Subscription, regardless of whether such activities or action are so authorized.

6 User Data

6.1 "User Data" refers to any data, information, preference, user specified or system specified workflows, structured or unstructured submitted by you to us in the course of utilizing our Service. Such data includes but is not limited to (i) any Personal Information (such as names, positions and contact particulars of Authorised Users); (ii) any Asset Information (such as information related to properties, facilities, asset items and products) submitted by you, whether inputted by you directly or through APIs, IoTs or other tools; (iii) emails, in-app chat messages, photographs, texts, digital files, images, videos, audio, comments, documents, or other content you enter, upload, import, transmit, link or otherwise make available to us or to other Users by you or your Authorized Users via our Service.

6.2 Subject to Clause 6.4, you shall own all right, title and interest in and to all of your User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data. We expressly disclaim any liability resulting directly or indirectly from the incorrectness or incompleteness of any User Data.

6.3 Our Service may provide features and functionalities that allow you to link, copy, extract, import or export data that are copied, derived or extracted from third party products or services via APIs, links, plugins or tools, whether such is provided by us or otherwise. Such data constitute User Data, which you shall be solely responsible of. We shall not be liable for any quality, accuracy, timeliness and responsiveness any such data.

6.4 Subject to the Terms and the terms of our Privacy Policy, you grant to us a non-exclusive, worldwide, royalty-free license and right to use, copy, store, manipulate, transmit and display your User Data to the extent necessary to provide the Service.

6.5 Subject to Clause 13.6, we shall not be responsible for any loss, destruction, alteration or disclosure of any data, including but not limited to User Data, caused by any third party, nor shall we be responsible for any loss or damage suffered by you or any parties due to such loss, destruction, alteration or disclosure of such data.

6.6 We shall follow our archiving and backup procedures for User Data and in the event of any loss or damage to User Data, howsoever caused, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours, but we make no guarantee, to restore the lost or damaged User Data from the latest back-up of such User Data maintained by us. We reserve the rights to charge expenses incurred by us in retrieving and delivering such back-up. For more information, please contact us at hello@ones.software.

6.7 We will remove all of your User Data 2 months after expiry or termination of your Subscription. If you are minded to retain a copy of your User Data, you are advised to submit a written request to us at hello@ones.software 60 days before the termination date or expiry date, whereupon we shall use reasonable commercial endeavours, but shall make no guarantee, to deliver to you an archive and exported digital file of your User Data of an agreed "freeze" date within 30 days from the date of termination of your Subscription. You shall pay all expenses incurred by us in retrieving and delivering such back-up.

6.8 We may also, with or without notice to you, remove any User Data which we determine in are sole discretion that may be in violation of these Terms, applicable law or any third party right, may expose us to potential liability or damage, or may otherwise pose a threat to the security or operation of the Service.

7 Derived Data

7.1 “Derived Data” means any data that is derived, processed or generated by us through the analysis and/or processing of your use of our Service and/or your User Data provided during the course of using the Service. Derived Data include but is not limited to any data reflecting the access or use of the Services by you or any Authorized User, including any end user profile, visit, session, impression, click through or click stream data, any statistical or other analysis, information, translation or data based on or derived from any of the foregoing.

7.2 You acknowledge and agree that the Derived Data shall be our sole property and you shall no proprietary claim to the Derived Data. You acknowledge that Derived Data may be commercially exploited by or on behalf of us for commercial purposes, subject to the restrictions set forth above and in these Terms.

7.3 Where appropriate, you will be granted a non-exclusive, worldwide license and right to use, copy, store, manipulate, transmit and display the Derived Data to the extent strictly necessary for you to use the Service during your Subscription Term.

8 Personal Data Privacy

8.1 “Data Protection Legislation” means the Personal Data (Privacy) Ordinance (Cap. 486) of the laws of Hong Kong and any other applicable legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data;

8.2 We shall, in providing the Service, comply with our Privacy Policy, which can be found at the Websites relating to the privacy and security of the User Data (insofar as such data constitutes personal data within the meaning of the Data Protection Legislation). Our Privacy Policy may be amended from time to time by us in its sole discretion.

8.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

8.4 Without prejudice to the generality of Clause 8, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of all personal data provided to us (including personal data of third parties such as Authorized Users of your company, other users, and/or maintenance service providers) for the duration of your Subscription and for the purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these terms on your behalf.

8.5 This clause shall survive termination of these Terms.

9 Subscriptions and Payment

9.1 This clause shall apply if you have subscribed to our paid Service.

9.2 In consideration for the receipt of the Service, you shall pay subscription fees (“Subscription Fees”) to us for User Subscriptions in accordance with our Schedule of Charges available at the Websites.

9.3 We will invoice you electronically and you agree to accept our invoices in that manner. You shall, on the date of subscription, provide us valid, up-to-date and payment particulars any other relevant valid, up-to-date and complete contact and billing details in the prescribed manner through the payment gateways as directed in our Websites or Apps.

9.4 In providing your payment particulars to us, you hereby authorize us to obtain payment from such account:-

9.4.1 on the date of subscription, for the Subscription Fees in respect of the initial term as specified in your Subscription;

9.4.2 subject to termination of your Subscription under Clause 19, on each anniversary of the date of subscription, for the Subscription Fees payable in respect of the next renewal term;

9.4.3 you also authorize us to charge your credit card or your Global Payments account for all outstanding fees, taxes and charges and outstanding account balances incurred by you in respect to the Service.

9.5 All sums payable under these Terms are:-

9.5.1 payable in a currency as stipulated in our Schedule of Charges;

9.5.2 non-cancellable and non-refundable; and

9.5.3 exclusive of VAT or any relevant local sales taxes, for which you shall be responsible of.

9.6 If, at any time whilst using the Service, you exceed the amount of disk storage space specified in your Subscription, we shall charge you, and you shall pay, our then current excess data storage fees. Our excess data storage fees are set out in our Schedule of Charges available at the Websites.

9.7 We shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions and/or the excess storage fees payable at the start of each Renewal Term with a notice period at our sole discretion, but in any event not shorter than 7 days' prior notice to you. Our Schedule of Charges at the Websites shall be deemed to have been amended at the same time of the notice. The Subscription Fees applicable to your current Subscription Term shall not be affected. Your renewal of your Subscription for the Service after a fee change has come into effect constitutes your acceptance of the fee change.

9.8 If we have not received payment within 7 days after the due date, and without prejudice to any other rights and remedies we may have:-

9.8.1 we may, without liability to you, deactivate your password, account and suspend access to all or part of the Service without notice. We shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and

9.8.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% per annum over the then HSBC's Current Hong Kong Dollar Best Lending Rate from time to time (and 3% per annum if such rate is 0% or below), commencing on the due date and continuing until fully paid, whether before or after judgment.

10 Your Interactions with Other Users and Third Parties

10.1 Our Service is provided solely as a cloud-based online platform for business asset owners and users. We are not a party to any transactions or other relationships among any users of our Websites or Apps (”Users” ).

10.2 You are solely responsible for all of your communications and interactions with other Users (including any activities or actions taken under your User Account, whether or not they are authorized by you) and with other persons with whom you communicate or interact as a result of your use of our Service.

11 Links to Other Websites

11.1 Portions of the Service may include links to third party websites or services, or may enable or assist you to access the website content or services of third parties (including third party websites of other Users or maintenance service providers). We are not responsible for the information, advertising, products, services, content, or other material of any third-party websites or services, regardless of whether such third-party website or service is accessible by a link from the Service. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.

12 Intellectual Property Rights

12.1 “Intellectual Property Rights” mean patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

12.2 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Service, the Websites, the Software and the App. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service, the Websites, the Software and the App.

12.3 Our Intellectual Property Rights include but are not limited to our rights in:-

12.3.1 the trade mark of “Offision”, whether appearing on their own or together with other words and/or logos, registered or unregistered;

12.3.2 names, trade marks, graphics, videos, presentations, logos, icons, sounds, page headers, button icons, import/export scripts, and service names appearing on the Service, the Software, the Websites and the App (excluding User Data or contents provided by third parties);

12.3.3 copyright in the source code and object code of the Software and/or the App;

12.3.4 all methods, methodologies, procedures, processes, know-how, software, algorithms, techniques, inventions, improvements and other technology (whether patentable or not) displayed, used, or incorporated in the Service, the Software, the Websites and the App;

12.3.5 subject to these Terms, in particular but not limited to Clauses 10, 11, 12.5 and 12.6, all information and documents presented in the Services, the Software, the Websites and the App. Unauthorized copy, reproduction or use of Intellectual Property Rights without our prior written permission constitutes a breach of our Terms of Use and you will may be liable for claims resulting from your infringement.

12.4 The rights in the Service, the Software, the Websites and the App are licensed and not sold to you. You have no Intellectual Property Rights in, or to, the Service, the Software, the Websites or the App other than the right to use them in accordance with these Terms. Subject to the limited rights expressly granted pursuant to these Terms, we and/or our licensors reserve all right, title and interest in and to the Service, the Software, the Websites and the App, including all related Intellectual Property Rights thereof.

12.5 We make no proprietary claim to any names, trade marks or service marks appearing of any third parties that may appear on our Service. Any third party names, trade marks, and service marks are the property of their respective owners.

12.6 We make no proprietary claim to any of your User Data.

12.7 You hereby grant us a paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by you or your Authorized Users relating to the Service, the Websites, the App and/or the Software.

12.8 This clause shall survive termination of these Terms.

13 Our Obligations

13.1 We shall, during the Subscription Term, use commercially reasonable endeavours to provide the Service to you on and subject to the terms of these Terms.

13.2 You acknowledge that interruption of our Service, whether scheduled or unscheduled, may happen from time to time for reasons such as cloud provider service disruption, system malfunction, periodic maintenance or unforeseen technical downtime. We shall use commercially reasonable endeavour to provide reasonable advance notice, where possible, to all Users via emails, notifications, or alerts. We will not be liable to you or to any third party for any interruption of service or any loss of business derived thereof.

13.3 We do not warrant that:-

13.3.1 your use of the Service will be uninterrupted or error-free; or

13.3.2 the Software, the App or the Service will be free from bugs or vulnerabilities.

13.4 Access to our Service is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue part or whole of our Service but shall strive to use commercially reasonable endeavour to provide reasonable advance notice.

13.5 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. You acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

13.6 We shall use commercially reasonable endeavours to establish and maintain an appropriate physical, technical, and administrative security to: (i) ensure the security and confidentiality of User Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the User Data; (iii) protect against unauthorized access to or use of the User Data; (iv) ensure the proper disposal of User Data; and (v) ensure that all our subcontractors, if any, comply with all of the foregoing in this Clause 13.6.

14 Your Obligations

14.1 You shall provide us with:-

14.1.1 all necessary co-operation in relation to these Terms;

14.1.2 all necessary access to such information as may be required by us;

in order for us to provide the Service, including not limited to User Data or security access information.

14.2 You shall ensure that you and/or the Authorised Users use the Service in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms.

14.3 You shall carry out all of your other obligations set out in these terms (including but not limited to obligations to pay Subscription Fees, if applicable) in a timely and efficient manner.

14.4 You shall obtain and shall maintain all necessary licences, consents, and permissions necessary for us to perform our obligations under these Terms, including without limitation providing the Service.

14.5 You shall ensure that your network and systems comply with the relevant specifications as set out in the Websites, and as updated by us from time to time.

14.6 You shall be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

15 Location Data

15.1 Certain Service will make use of location data sent from your devices. If you use these functionalities, you consent to our transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based services.

16 Translation

16.1 Any translation services or certain languages provided in our Service may be offered by a “machine translation” using a translation software. Such translation may be imprecise and inaccurate in whole or in part.

16.2 You assume all risk, liability, and responsibility for any translation offered through such translation services. No liability and no responsibility are assumed by us for any errors, omissions, or ambiguities in the translations or other information provided by the translation services. In no event shall we be liable for any loss or damages whatsoever arising out of your use of the translation services or the content thereof, including direct, indirect, incidental, consequential or punitive damages.

17 Currency Exchange

17.1 You acknowledge that an option to convert the currency displayed is available in our Service. Where this option is used or enabled, the currencies be converted at a commercially reasonable exchange rate as defined by us from time to time through use of automatic conversion services and/or software.

17.2 The currency displayed in our Service is provided for general information only. You assume all risk, liability, and responsibility for any currency displayed in the Services. While reasonable efforts are made to provide a commercially reasonable conversion rate, no liability or responsibility are assumed by us for any errors, omissions, inaccuracies, or ambiguities on any information provided by the currency conversion service. In no event shall we be liable for any loss or damage whatsoever arising out of your use of the currency conversion service or the content thereof, including direct, indirect, incidental, consequential or punitive damages.

18 Time Zone

18.1 All payment dates with respect to these Terms shall be determined in accordance with the time zone applicable to Hong Kong Time (HKT) (UTC +8), with no daylight saving applied.

18.2 The default time zone displayed in our Service is HKT. You may enable an User-specific time zone in the Accounts page. Please however note that the time displayed is converted by automated scripts and is provided for general information alone. Please do not assume any time zone conversion in our Service is accurate and do not rely on such conversion. In no event shall we be liable for any loss or damages whatsoever arising out of your use of the time zone conversion service or the content thereof, including direct, indirect, incidental, consequential or punitive damages.

19 Subscription Term, Termination and Renewal

19.1 Your Subscription shall, unless otherwise terminated as provide for in this Clause 19, commence on the date of subscription and shall continue for the initial term as set out in your Subscription (“Initial Term”) and, thereafter, your Subscription shall be automatically renewed for successive period as specified in the subscription (each a “Renewal Term”) (the Initial Subscription Term together with any subsequent Renewal Terms shall together constitute the “Subscription Term”), unless

19.1.1 either party notifies the other party of termination, in writing, at least 7 days before the end of the current Subscription Term, in which case these Terms shall terminate upon the expiry of the current Subscription Term; or

19.1.2 otherwise terminated in accordance with the provisions of these Terms.

19.2 You may terminate your Subscription at any time with 7 days of written advance notice through the designated portals in our Websites or Apps. Your early termination will not entitle you to any refunds for the remaining Subscription Term. It shall be at our sole discretion, and we shall have no obligation, to issue a refund for the unused portion of your Subscription Term.

19.3 Without affecting any other right or remedy available to us, we may terminate your Subscription with immediate effect by giving written notice to you if:-

19.3.1 you fail to pay any amount due under these Terms on the due date for payment and such sum remains in default not less than 7 days;

19.3.2 you commit a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

19.3.3 you repeatedly breaches any of the terms of these Terms in such a manner for us as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;

19.3.4 if you are a limited company, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, or if you are a natural person, if an order is made, for or in connection with your bankruptcy.

19.4 Without prejudice to our rights to terminate your Subscription, in the event that any of the events under Clause 19.3 occurs, we reserve the rights to, at our sole discretion, deny, restrict access to, suspend your account.

19.5 On termination or expiry of your Subscription for any reason :-

19.5.1 all licences granted under these Terms shall immediately terminate;

19.5.2 your right to access to your account (including access to your User Data stored with the Service) shall immediately cease;

19.5.3 we shall destroy all of your User Data within 2 months from the date of termination or expiry unless we receive, no later than 10 days after the date of the termination or expiry, a written request for the delivery of the back-up of your User Data. We shall use reasonable commercial endeavours, but shall make no guarantee, to deliver to you an archive and exported digital file of your User Data of the latest back-up we keep within 30 days of its receipt of such a written request, provided that the you have, at that time, paid all fees and charges (including interest, if applicable) outstanding at and resulting from termination (whether or not due at the date of termination). You shall also pay all expenses incurred by us in retrieving and delivering such back-up; and

19.5.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

19.6 This clause shall survive termination of these Terms.

20 Limitation of Liability

20.1 Nothing in these Terms limits any liability which cannot legally be limited.

20.2 Except as expressly provided in these Terms:-

20.2.1 the Service are provided to you on an "as is" and “as available” basis;

20.2.2 you assume sole responsibility for results obtained from the use of the Service, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction;

20.2.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

20.2.4 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of business opportunity, loss of chance, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.

20.3 Subject to Clauses 8, 20.1, 20.2 and 22, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (excluding fraudulent misrepresentation), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to 200% of the total Subscription Fees paid or payable for the User Subscription or Company Subscription during the 12 months immediately preceding the date on which the claim arose, or limited to the minimum as allowed under applicable laws.

20.4 You agree that any cause of action arising out of or relating to our Service must be commenced by you within 1 year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

20.5 This clause shall survive termination of these Terms.

21 Indemnity

21.1 You agree that you shall be personally responsible for your use of the Service and you agree to defend, indemnify and hold harmless us and our officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with:-

21.1.1 your access to, use of or alleged use of the Service, the Software, the Websites and/or the App;

21.1.2 your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation;

21.1.3 your violation of any third party’s rights, including without limitation any intellectual property rights, publicity, confidentiality, property or privacy right; or

21.1.4 any disputes or issues between you and any third party, including but not limited to dispute with any User, such as maintenance service providers.

21.2 We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

21.3 This clause shall survive termination of these Terms.

22 Confidentiality and Publicity

22.1 “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including your User Data and any business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that:-

22.1.1 is or becomes generally known to the public without any prior confidentiality obligation;

22.1.2 was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

22.1.3 is received from a third party without breach of any obligation owed to the Disclosing Party; or

22.1.4 is independently developed by the Receiving Party, which independent development can be shown by written evidence.

22.2 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

22.3 The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission.

22.4 The Receiving Party may disclose the Disclosing Party's Confidential Information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, where it is legal to do so, any such disclosure shall not be made without prior consultation with the Disclosing Party from whom the Confidential Information was obtained.

22.5 We may use your corporate name, logo and trade mark on your websites, promotional materials and in presentations created for the purpose of identifying you as our customer for the Service. By Subscribing to our Service, you hereby grant us and our affiliates a license to use your corporate name, logo and trade mark for the purposes described in this Clause 22.5.

22.6 This clause shall survive termination of these Terms.

23 Third Party’s Policies 23.1 The ways in which you can use the App may also be subject to the App Store’s policies of Apple Inc., and/or Google Play’s policies of Google Inc..

23.2 This provision apply with respect to your use of the Google Maps functionality that may be embedded in the Service. Your use of such functionality is governed by Additional Terms of Service of the Google Maps/Earth. By using such functionality, you are agreeing to be bound by Google’s Terms of Service and the Google privacy policy.

23.3 In making payment by credit cards or through any third party payment gateway , you shall be subject to the terms and conditions of the card-issuing bank and/or that of the payment gateway in addition to these Terms.

24 Communications and Notice

24.1 When you agree to using our Service, you consent to communicate with us electronically. You also consent to receive communications from us electronically by email, by SMS, by notification from our Apps. We may also communicate via account announcements or publications on the Websites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement in place of physical writing and communications. For the purpose of this clause, you may send notices to our email address at hello@ones.software.

24.2 Unless agreed otherwise, all notices shall be given in either English or Chinese.

24.3 To the extent permissible by law or the relevant arbitration rules, this clause shall apply to the service of any proceedings or other documents in any legal action or arbitration proceedings.

24.4 This clause shall survive termination of these Terms.

25 Resellers and Distributors

25.1 If you have procured your Subscription for the Service from a reseller or distirbutor, then you will also be subject to the terms and conditions of the separate agreement entered into between yourself on one side and the reseller or distributor on the other side, provided that these Terms will still govern your rights to access and use the Service. The payment terms for your Subscription will be as set forth in the separate agreement entered into between you and the applicable reseller or distributor. We shall not have any liability or responsibility to you or to anyone else for any software or services (other than the Service that are actually provided by us) that are provided to you by such reseller or distributor. If agreement between the reseller or distributor and us in relation to these Terms has been terminated or expired, we shall be entitled to bill you directly for the fees for the Service.

26 Amendments to the Terms

26.1 We reserve the right to update, amend and/or change these Terms at any time in our sole discretion and you will be notified by written notice about these updates. You are reminded to revisit the updated Terms on the Websites from time to time, the effective date that was last updated and version control will be noted immediately at the header of these Terms.

26.2 Your continued use of our Service after any amendments to the Terms of Use post effective date shown here shall constitute your acceptance to be bound by revised Terms.

27 Entire Agreement

27.1 Subject to any contrary terms in any Written Agreement (as defined in the Preamble) we may have entered into with you, these Terms, including any terms incorporated by reference, constitute the entire agreement between we and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.2 You acknowledge that in entering into a Subscription, you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

27.3 Nothing in this clause shall limit or exclude any liability for fraud.

28 Force Majeure

28.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing its obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), lockdowns, epidemics or pandemics, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the you are notified of such an event and its expected duration.

29 Waiver

29.1 A failure or delay on our part to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy by us. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

30 Severance

30.1 If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

31 No Partnership or Agency

31.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

32 Assignment

32.1 You are not allowed to, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

32.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

33 Third Party Rights

33.1 A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap 623) to enforce any term of these Terms.

34 Governing Law and Dispute Resolution

34.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.

34.2 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 shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

34.3 The law of this arbitration clause shall be Hong Kong law.

34.4 The seat of arbitration shall be Hong Kong.

34.5 The number of arbitrators shall be 3. Each party shall appoint one arbitrator and such two shall appoint the third presiding arbitrator. The arbitration proceedings shall be conducted in English.

34.6 Notwithstanding anything herein to the contrary, nothing in this Clause 34 shall preclude either party from seeking interim or provisional relief from any appropriate Courts, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning any disputes in relation to these Terms, if necessary to preserve the interests of such party pending resolution of such dispute before the Arbitral Tribunal.

34.7 This clause shall survive termination of these Terms.