Terms and Conditions
- 1.1 Your access and use of the Services is deemed to constitute your agreement to be bound by this Agreement. If you do not agree to the Terms, you may not access or use the Services. The Terms, together with any Supplemental Terms (as defined below), expressly supersede prior agreements or arrangements with you, and supersede content or information you read or have access to at other places, such as our website, emails, or applications. COMPANY may immediately terminate this Agreement or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason or no reason.
- 1.2 Supplemental terms or policies applicable to any particular Service (“Supplemental Terms”) will be disclosed to you. Supplemental Terms may include terms and conditions of any particular event, activity, program or promotion. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over these Terms in the event of a conflict with respect to the applicable Service(s).
- 1.3 COMPANY may amend the Terms from time to time at the COMPANY’s sole discretion. Amendments will be effective upon COMPANY's posting of such updated Terms or such amended Supplemental Terms. Your continued access or use of the Services after such posting is deemed to constitute your consent to be bound by the Terms, as amended.
- 1.4 By accessing and using the Services, all Auto Shops account users represent and warrant that you are the lawful attorney or representative of a car repair / mechanic / maintenance shop with a business in Hong Kong SAR.
- 1.5 By accessing and using the Services, all persons represent and warrant that you have the intention, right, authority and capacity to enter into this Agreement and to abide by the Terms, and that you will so abide. If you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. The Services are not available to anyone under 18 years of age, or to any individual whose account has been terminated. Your account may not be used for Services to be performed for another person.
2. The Services
- 2.1 The Services constitute a technology platform including websites and mobile applications (the “COMPANY Platform”) that enables websites and mobile applications users (“Users”) to access a network of independent third party vehicle service providers (mechanics, technicians, towing service providers, or other independent contractors) (“Auto Shops”), and/or to arrange for vehicle inspection, diagnosis, maintenance, repair, towing or related services (“Vehicle Services”). AutoMate will solicit quotes on User’s behalf from Auto Shops that are willing to provide the requested Vehicle Services. If User elects to accept any such quote for Vehicle Services and book an appointment with the applicable Auto Shop, then User will be required to provide valid Credit Card Information. FOR CLARITY, WE DO NOT PROVIDE VEHICLE SERVICES, AND WE ARE NOT THE EMPLOYER OR AGENT OR CONTRACTOR OR OWNER OF ANY AUTO SHOPS. WE, AUTOMATE, HAVE NO OBLIGATION OR LIABILITY REGARDING ANY VEHICLE SERVICES. You acknowledge that we do not supervise, direct, or control ANY AUTO SHOPS’ work or Services performed in any manner, including without limitation to the quality, timeliness, price, guarantees, risks or damages related to Vehicle Services. Therefore, you agree, in connection with any use of the Service resulting in the purchase and performance of Vehicle Services: (a) to release AutoMate (and its Business Partners, other than the applicable Auto Shops from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Vehicle Services (including any disputes arising therefrom); and (b) to attempt to settle any dispute directly with the applicable Vehicle Service provider.
- 2.2 Licence. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-assignable, revocable, non-transferable licence to access and use the Services subject to the Terms of this Agreement. Any rights not expressly granted herein are reserved by us.
- 2.3 Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks, or (vii) uses Consumer information strictly for the purpose of services provision and no other purposes.
- 2.4 Ownership. The Services and all rights herein are and shall remain the property of the COMPANY. Neither these Terms nor your use of the Services convey or grant to you any rights in or related to the Services, except for the limited license granted above, or to use or reference in any manner our company names, logos, product and service names, trademarks or services marks. All content appearing on the COMPANY Platform is our property or the property of our partners and is protected by international copyright laws. Certain names, graphics and logos are trademarks, service marks, or trade dress (together, “Marks”) of COMPANY. Our Marks may not be used for any purpose except pursuant to our Trademark Usage Policy. All other Marks are the property of their respective owners and may not be used without their prior written consent.
3. Use of the Services
- 3.1 User Accounts. In order to use most aspects of the Services, you must register for and maintain a user account with the COMPANY (“Account”). Account registration requires you to submit certain personal information, such as your name, email address, address, auto shop information and/or mobile phone number and/or at least one settlement method for transaction. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services or COMPANY's termination of this Agreement. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. We are not liable for any loss that you may suffer through the use of your password by others. You must notify us immediately of any unauthorized use of your Account or of any other breach of security known to you with respect to COMPANY.
- 3.2 Taking an order. To accept Vehicle Services sent by car owner (a “Job” and a “Job Request”), Users may be asked to specify the type of service that they think is required, the location where they would like the Job to be performed, and the date and time that they would like the Job to take place. All Auto Shops shall agree that it is your responsibility to provide a suitable location for the Job, and to ensure that your technicians, agents, employees, contractors and/or appointees (“Your Employees”) has proper access and permission, and is legally authorized to complete the Job at the location.
- 3.3 Once User submit a Job Order, we may ask the corresponding Auto Shop to provide a price and/or a list of possible work proposed along with the experience information and “rating” of your Employees based on previous customer reviews (if applicable).
- 3.4 All Auto Shops shall agree to treat Users courteously and lawfully, to provide a safe and appropriate working environment that is in compliance with all applicable laws and regulations, and to provide reasonable cooperation to enable your Employees to complete the Job. We do not control the availability or the amount of referrals of the Users on the COMPANY Platform.
- 3.5 Plastic, composite and rubber engine and cooling system components are often affected by age and temperature fluctuations and become fragile over time. Because of this, such parts can break or even disintegrate during procedures that involve their disassembly or handling. AutoMate will not be held liable for these types of component failures. The corresponding Auto Shop is solely and fully liable and responsible for problems encountered during provision of services and all necessary after-sales services.
- 3.6 Communications. By providing your information to the Account and by providing your relevant consent to us, you expressly consent and agree to receive communications from us, including via e-mail, text message, calls, and push notifications, to the cellular telephone number you provided to us. You understand that you may receive communications generated by email systems, mobile application systems and/or which will deliver pre-recorded messages sent by or on behalf of COMPANY or its affiliated companies, or Auto Shops, including operational communications concerning your Account, use of the COMPANY Platform or Services, updates concerning new and existing features on the COMPANY Platform, communications concerning promotions, and news concerning us and our Services. You may opt out of receiving text (SMS) messages or communications from us at any time by communication through email systems. You acknowledge that opting out of receiving text messages may impact your use of the Services. You agree to our use of a service provider to mask your telephone number when you call or exchange text messages with a User. During this process, we will receive and store data, including the date and time of the call or text message, the phone numbers, the content of the text messages and your location. You agree to our use and disclosure of this data for legitimate business purposes. We may send you confirmation and other transactional emails regarding the Services. We may also send you emails or text messages or other form of communication about services that we think might interest you (“Promotional Emails”). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
- 3.7 Promotional Codes or Credits. We may create promotional codes or credits that may be redeemed for Account credit, or other features or benefits related to the Services and/or a User, subject to any additional terms associated with each promotion (“Promo Codes”). You agree that Promo Codes: (i) must be used by the intended audience and for the intended purpose and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to COMPANY; (iv) may only be used pursuant to the specific terms that we established for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. If your order is cancelled for whatever reason, any promotion codes or credits used in that order shall be forfeited without any refund or compensation. COMPANY reserves the right to interpret how the Promo Codes will be used, or to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that we determine or believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, in bad faith, or in violation of the applicable Promo Code terms or these Terms.
- 3.8 User Content. We may permit you from time to time to submit, upload, publish or otherwise make available textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to us, you grant us a worldwide, perpetual, irrevocable, transferable, unrestricted, non-exclusive, absolute, royalty-free license, with the right to sublicense, to use, copy, modify, transmit, reproduce, exhibit, disclose, display, transform, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. Further, we shall be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including developing, manufacturing and marketing products and/or services incorporating any User Content. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant us the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor our use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by us in our sole discretion, whether or not such material may be protected by law. We may, but shall not be obligated to, review, monitor, or remove User Content, at our sole discretion and at any time and for any reason or no reason, without notice to you.
- 3.9 Network Access and Devices. You are responsible for obtaining the compatible hardware or devices and data network access necessary to use the Services. The Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications and we shall not be held liable for any such malfunction or delay.
4. Payment Terms
- 4.1 Users are solely liable for the cost of Vehicle Services you receive. The price for Vehicle Services (including any applicable taxes) will be established by the applicable Auto Shop, as set forth in the offer you accepted (or as increased or decreased as a result of changes in the scope of Vehicle Services to which you and the Auto Shop has agreed). You hereby agree that AutoMate may immediately charge the full and final price to your credit card after the Auto Shop notifies AutoMate that the Vehicle Services have been completed. After receipt of payment from your credit card, AutoMate will retain a service fee and pay the remainder to the Auto Shop, in accordance with the arrangement between them.
- 4.2 Unless specified otherwise, all amounts due hereunder shall be paid in HK dollars, in immediately available funds by credit card, in full without set-off, counterclaim or deduction. Any amount not paid when due shall bear a late payment charge until paid at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, AutoMate shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating your access and use of the Service). You agree to reimburse AutoMate for all reasonable costs and expenses (including attorneys' fees) incurred in collecting payments.
- 4.3 We use third party payment service to process online transactions. When you place an order, you agree and accept that your credit card information will be collected, processed, and kept by us and a payment service provider subject to its terms and conditions. You agree and accept that you are solely and exclusively responsible for any losses incurred or sustained by you in making credit card transaction, and in no event shall any such losses in whole or in part be borne by us.
- 4.4 All payments must be updated and/or processed through AutoMate. All Auto Shops shall understand that use of the Services may result in charges received by you for the Vehicle Services you perform for a User (“Charges”). Charges may include any applicable taxes. At the time you schedule a Job, we will record the User’s preferred payment method information and validate their payment information. Payments made by the User through the Services would first be levied by COMPANY and, after deducting our usual expenses and costs, the same would be paid to your designated account. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.
- 4.5 After the corresponding Auto Shop has completed the Vehicle Services obtained through your use of the Service, we will facilitate payment of the applicable Charges to the corresponding Auto Shop as the Auto Shop’s limited payment collection agent. Charges paid to Auto Shop are final and non-refundable, unless otherwise determined by us.
- 4.6 It is against our policy for any Auto Shops to take payment directly from Users. If any Auto Shop insists on taking payment directly, Users should inform and notify AutoMate as soon as possible.
- 4.7 AutoMate is not liable for any upcharges, cancellation fees, and any other payment dispute that could occur if service is booked or updated outside of AutoMate. We reserve the right to establish, remove and/or revise Charges for any or all Vehicle Services at any time in our sole discretion. If you require a change of fees or charges on the provision of the Vehicle Services, you shall inform us soonest possible.
5. Termination and Cancellation
- 5.1 Termination by COMPANY. We may terminate this Agreement or terminate or suspend your Account immediately at any time for any reason or for no reason upon notice to you. If we terminate or suspend your Account, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to pursue any available legal action. When terminating your Account, we may delete the Account and any information in it. You have no ownership rights to your Account.
- 5.2 Termination by Users. You may terminate this Agreement by completely and permanently ceasing to use the Services (provided that there are no outstanding Services ordered under your Account). If you attempt to terminate this Agreement while there are still outstanding Services ordered under your Account, this Agreement shall not terminate until such Services have been performed or otherwise canceled as permitted by this Agreement.
- 5.3 Cancellation of Jobs by Auto Shops. You will enjoy a reservation of your right to refuse a Job Order. However, you must not cancel a scheduled Job unreasonably without proper justification, otherwise, a minimum fee or cancellation fee may be charged. When you cancel a scheduled Job, we will make the User’s Service request available for another Auto Shop.
- 5.4 There may be instances where, after you and/or Your Employees have arrived at a location, you and/or Your Employees finds that he or she is not able to successfully complete the Job, for reasons including, without limitation, that you and/or Your Employees do not have access or permission to work on the User’s vehicle at the location, that the location is not fit for automotive services (e.g., hill or uneven surface), or that the information the User provided with respect to the User’s vehicle is inaccurate or incomplete. In such instances, the User may be charged a minimum fee or cancellation fee and you should notify AutoMate immediately within 24 hours of such cancellation.
6. User Rules and Conduct
- 6.1 The Site, Apps and all other aspects of the Service are provided only for your personal, noncommercial use. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which you are not authorized, or any commercial use by you, such as, for example, reselling any App, Content or Vehicle Services) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your account, username or password, including applicable User Content posted to or transmitted via the Service.
- 6.2 As a condition of use, you hereby promise not to use the Service for any purpose that is unlawful, or that is commercial in nature (such as, for example, raising money, or advertising or promoting any product, service, pyramid scheme or other venture) or that is prohibited by the Agreement, or for any other purpose not reasonably intended by AutoMate. You agree to abide by all applicable local, state, national and international laws, regulations and rules.
- 6.3 By way of example, and not limitation, you agree not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any User Content (including text, software, photographs, videos, audio, sound recordings, data or other information) using any communications service, discussion forum, survey, feedback, App or other aspect of the Service, in any manner, that:
- (a) is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, tortious, obscene, pornographic, profane or which otherwise violates the Agreement;
- (b) infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity;
- (c) reveals any confidential, proprietary or other information that you are required to keep secret, including without limitation, non-public information about any business;
- (d) discovers or reveals any personal information about another individual, including another person's name, address, phone number, e-mail address, credit card information or any other information that could be used to track, contact or impersonate that person, unless such information has been provided by that person in any public communication or forum;
- (e) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"), chain letters or any form of lottery or gambling;
- (f) imposes an unreasonable or disproportionately large load on AutoMate’s computing, storage or communications systems and networks, or attempts to gain unauthorized access to the Site, any App or other aspect of the Service (including the underlying technology platform), someone else’s User Data, accounts, computer systems or networks connected to the Service, through password mining or otherwise;
- (g) contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of AutoMate or any Business Partner or other third party;
- (h) registers for or creates user accounts by any automated means or under false or misleading pretenses, including by the use of a false, misleading or disguised e-mail address;
- (i) harvests, scrapes or collects any information from the Service;
- (j) uses any script, bot or other automated means that only simulates compliance with the Agreement or other requirement applicable to the Service;
- (k) disguises the source of User Content; or
- (l) impersonates any person or entity, including any employee or representative of AutoMate or any Business Partner.
- AutoMate may, at its sole discretion, immediately suspend or terminate your access to the Service should your conduct fail (or appear to fail) to strictly conform to any provision of this section.
- 6.4 AutoMate has no obligation to monitor the Service or any user’s use thereof. However, AutoMate reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may reasonably be necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including any inquiry from law enforcement).
7. Inspection or Diagnosis Work
- 7.1 We do not provide inspections that are equivalent to inspections up to the requisite level or standard as prescribed by the government or the Transport Department from time to time.
8. Pre-purchase Inspection
- 8.1 Pre-purchase inspections are based on what is seen and heard through the eyes and ears of the Auto Shop. Weather and light conditions, as well as the cleanliness of the vehicle both outside pl-8 and out, can reduce the accuracy of the inspection, making things such as prior repainting and body work difficult to detect. For the most accurate inspection report, the vehicle must be clean, dry and well-lit at the time of inspection and the inspection is done at the location of Auto Shop. Auto Shops do not clean or disassemble vehicles prior to or during pre-purchase inspections. Since many aspects of the inspection may be subjective, the Auto Shop is providing you with its opinion. If you were to perform the inspection yourself, you might come to different conclusions.
- 8.2 Technicians go to your location to inspect the car. They do not put the car on a lift but may use floor jacks to raise up parts of the car. Pre-purchase inspections are not diagnosis Jobs. Diagnostic equipment is not typically used in a pre-purchase inspection.
- 8.3 Each inspection is limited to the items expressly stated in the inspection report. If the User requests inspection of an item not included within the inspection report, you should make a reasonable effort to inspect that additional item; however, there is no guarantee that the additional item will be inspected.
- 8.4 Auto Shops may test drive vehicles, but a test drive is not a required aspect of a pre-purchase inspection report. Unless the inspection report specifically states that a test drive was to be conducted, but no such test drive was conducted. The COMPANY hereby specifically disclaim all liability, loss and damage incurred or arising out of such test drive. All Auto Shops and/or your Employees should conduct these test drives carefully and with the requisite degree of skill and care, and fully and solely liable for any default. The Company expressly denies all liabilities arising therefrom (whether physical or non-physical damage is occasioned thereof).
- 8.5 Pre-purchase inspection reports are not guaranteed or warranted, because changes in the vehicle can occur and/or manifest themselves between the time of inspected and the time of purchase, and because during a pre-purchase inspection the Auto Shop cannot see outside pl-8 an engine or transmission and does not take the whole car apart to check every component in the car. Thus, impending failures may not be evident at the time of inspection.
9. Vetting of Third Party Providers
- 9.1 Auto Shops may be subject to an extensive vetting process before they can register for and during their use of the COMPANY Platform. Although we may perform background checks of Auto Shops, we cannot confirm that each Auto Shop is who they claim to be and therefore, we cannot and do not assume any responsibility and liability for the accuracy or reliability of identity or background check information or any information provided through the COMPANY Platform. All Auto Shops and/or Your Employees shall therefore comply with all notices and requested made by the Company in respect of our background check and information required from you. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OR THE WORKMANSHIP, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE COMPANY PLATFORM AND YOU HEREBY RELEASE COMPANY FROM ANY LIABILITY RELATED THERETO. WE WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE COMPANY PLATFORM.
10. Limited Warranty
- 10.1 The terms and conditions of our Limited Warranty are incorporated into this Agreement by reference. We may amend the Limited Warranty from time to time, posting changes, at our sole discretion, your continued access or use of the Services after posting constitutes your consent to be bound by the terms of the Limited Warranty as amended.
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY , THE SERVICE AND PARTS ARE MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY. YOU USE THE SERVICES ENTIRELY AT YOUR OWN RISK. WE DO NOT PROVIDE, AND SPECIFICALLY DISCLAIM, ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE COMPANY PLATFORM WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE COMPANY PLATFORM WILL BE CORRECTED; (VIII) THAT SERVICES OFFERED WILL BE AVAILABLE IN ALL MARKETS; OR (IX) THAT THE COMPANY PLATFORM IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, WORKMANSHIP, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
12. Limitations of Liability
- 12.1 YOU AGREE NOT TO HOLD COMPANY (OR, ITS STOCKHOLDERS, AFFILIATES, LICENSORS, PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND CONTENT PROVIDERS (COLLECTIVELY, "MEMBERS")) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE COMPANY PLATFORM OR ANY SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, WORKMANSHIP, ACT, DELAY OF PERFORMANCE OR OMISSION OF ANY USER OR THIRD PARTY PROVIDER (OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER), ANY DISPUTE WITH ANY USER OR THIRD PARTY PROVIDER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION.
- 12.2 UNDER NO CIRCUMSTANCES WILL COMPANY OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY CLAIM OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, AGENCY, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF PROPERTY OR DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE COMPANY PLATFORM.
- 12.3 THE COMPANY PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. WE ARE NOT RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING FROM OR IN ANY WAY RELATED TO ANY THIRD PARTY PROVIDER. WE EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN YOU AND ANY THIRD PARTY PROVIDER. THE QUALITY OF THE SERVICES SCHEDULED OR REQUESTED THROUGH THE USE OF THE COMPANY PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE COMPANY PLATFORM, YOU MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE COMPANY PLATFORM, AND THIRD PARTY PROVIDER, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE COMPANY PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
- 12.4 YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATING TO VEHICLE SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
- 12.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE AND TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, AGENCY, TORT, STRICT LIABILITY OR CAUSE OF ACTION, EXCEED THE AMOUNT INVOICED FOR THE ASSOCIATED JOB, WHICH IS AGREED BETWEEN THE COMPANY AND YOU AS A GENUINE PRE ESTIMATE AMOUNT OF LOSS.
- 12.6 BY USING THE COMPANY PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE AND NOT UNCONSCIONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE AND NOT UNCONSCIONABLE, YOU MUST NOT USE THE COMPANY PLATFORM.
- 12.7 Indemnification. You hereby agree to indemnify, defend, and hold harmless COMPANY and Members from and against any and all claims, losses, expenses, liabilities, damages or demands (including legal fees and costs incurred therefrom), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the COMPANY Platform, and/or the Services, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including Auto Shops), and (v) your information and content that you submit or transmit through the COMPANY Platform. COMPANY reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of COMPANY.
13. Dispute Resolution
- 13.1 Any dispute or claim relating in any way to your use of the COMPANY Platform or any Vehicle Services will be resolved before the applicable courts of the Hong Kong Special Administrative Region. The laws of Hong Kong shall be applicable to this Agreement and the parties hereto irrevocably submit to the exclusive jurisdiction of Hong Kong.
- 13.2 Notwithstanding that a term of this Agreement purports to confer a benefit on any person who is not a party to this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce or enjoy the benefit of any provision of this Agreement.
14. Other Provisions
- 14.1 General. You may not assign these Terms without COMPANY's prior written approval. COMPANY may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of COMPANY's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, COMPANY or any Auto Shop as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent by operation of law. COMPANY's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by COMPANY in writing.
- 14.2 Complaints of Copyright Infringement. We respect the intellectual property of others. We will respond to properly submitted notices of alleged copyright infringement that comply with all applicable law. In the event that a person or entity has a good faith belief that any materials provided through the COMPANY Platform or in connection with the Services infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a “Complainant”) and sends to us a properly submitted notice as indicated below, we will investigate, and if we determines, in our discretion, that the material is infringing, we will remove the content. All notices claiming an infringement of copyright rights must contain the following: (i) identification of the intellectual property right that is allegedly infringed (all relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included); (ii) a statement specifically identifying the location of the infringing material, with enough detail that we may find it (please note it is not sufficient to merely provide a top level URL); (iii) the complete name, address, telephone number and e-mail address of Complainant; (iv) a statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law; (v) a statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed. COMPANY's contact information for notice of alleged copyright infringement is via email: firstname.lastname@example.org or via mail: Attn: Legal, COMPANY, Unit 3309-10, 33/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong
- 14.3 Notice. COMPANY may give notice by means of a general notice through the COMPANY Platform, electronic mail to your email address in your Account, or by written communication sent by ordinary post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 24 hours after mailing or posting (if sent by ordinary post) or 12 hours after sending (if sent by email). You may give notice to COMPANY, with such notice deemed given when received by COMPANY, at any time by ordinary mail to COMPANY, Inc., email@example.com or via mail: Attn: Legal, COMPANY, Unit 3309-10, 33/F, Tower A, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Hong Kong
- 14.4 Links to Other Websites and Display of Others’ Brand Names or Logos. The COMPANY Platform may contain logos and/or brand names of third parties, and/or links (such as hyperlinks) to third-party websites. Such brands, logos, and links do not constitute our endorsement of those parties, sites or their content. They are provided as an information service, for reference and convenience only. We do not control any such sites, and are not responsible for their availability or accuracy, or content, advertising, or products or services. The existence of links on the COMPANY Platform to such websites (including without limitation external websites that are framed by the COMPANY Platform as well as any advertisements displayed in connection therewith) does not mean that we endorse any of the material on such websites, or have any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. We expressly disclaim any liability, including but not limited to, arising in connection with your use and/or viewing of any websites, others’ brands or logos, or other material associated with links, logos or brand names that may appear on the COMPANY Platform, accuracy and reliability of contents of such websites, and that such websites are viruses-free. You hereby agree to hold us harmless from any liability that may result from the use of links that may appear on the COMPANY Platform.