User Agreement

Updated and effective on [ August 15 2024 ]

SmartPush is a marketing tool which enables users to send and manage messages on other Third-Party Applications provided by us.

As SmartPush is not associated with other Third-Party Applications, you shall use SmartPush on an “as is” basis at your own risk.

I. Preface

1.1 The following terms, together with our Privacy Policy, any orders for Services, and any policies or regulations posted on the Site from time to time, constitute a binding agreement ("Agreement" or "this Agreement") between you or the legal entity you represent ("Customer", "User" or "You") and us.

1.2 If you have any questions, comments, or suggestions about the contents of this Policy, you may contact us through the contact details provided on the website (“Our Website”).

1.3 In this Agreement, "we" or "us" refers to Starling Labs Limited, the operator of the software product SmartPush, a company incorporated in Hong Kong, located at Room 1801-07&09-21, 18/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong. Through our software product SmartPush, we provide you with tools and resources that enable you to collect email addresses, shopping data, and other information of the visitors and customers to create, launch and manage online email campaigns, text messages, and push notifications (the "Service" or "SmartPush Service") for a fee. Any new or additional services that we may introduce from time to time in connection with SmartPush shall also be subject to the Agreement.

1.4 In this Agreement, "we" and the Software Product "Smartpush" are collectively referred to as "SmartPush".

II. Acceptance of terms

2.1 Before you become a SmartPush user, you must carefully read, fully understand, and accept all terms and conditions referenced or linked to in this Agreement, including but not limited to the SmartPush Privacy Policy ("Privacy Policy"), SmartPush Email Marketing Service Terms of Use and Liability Disclaimer ("Liability Disclaimer"), Auto Renewal Service Agreement (The Policies, Terms, and Statements listed above are collectively referred to as "SmartPush Related Terms"). In reading this Agreement, you should also access and read the entire contents of all linked information. In particular, the terms and conditions that relate to your material interests, such as the exclusion or mitigation of liability (especially those that are bolded and underlined to draw your attention), the application of the law, and dispute resolution.

2.2 By using SmartPush, whether, through our Website or any of the Services, you agree to be bound by the terms associated with your use of the information, software, products, and services included in or available on SmartPush. If you are under 18 years of age, please read this Agreement together with SmartPush Related Terms with a legal guardian. This Agreement may be updated and/or amended from time to time without notice. Please refer to the "Changes to Terms" section for changes to this Agreement. You will need to accept any updated terms to continue using SmartPush. By accepting this Agreement, you agree to be bound by it and the Privacy Policy in connection with your use of the services offered on SmartPush. This Agreement applies to any of our domains and sub-domains.

2.3 If you do not agree to this Agreement or SmartPush Related Terms, do not continue to use, or access SmartPush or the Services.

III. Membership and Account

3.1 The SmartPush Services are available only to, and may only be used by, persons who can enter legally binding contracts by applicable law. You represent and warrant that all registration information submitted by you is complete, accurate, and truthful. If you accept this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that (a) you are authorized to accept this Agreement and SmartPush Related Terms; (b) the legal entity you represent agrees to be bound by this Agreement; (c) neither you nor the legal entity you represent is prohibited from agreeing to and accepting this Agreement or from using the Services under applicable law; and (d) all registration information submitted by you is complete, accurate, and true. We may, in our sole discretion, deny access to or use of SmartPush to anyone and may change the eligibility criteria at any time. If this provision is held invalid under the laws of your jurisdiction, your right to access SmartPush in such jurisdiction will be revoked.

3.2 Individuals under the age of 18 (or individuals who are considered minors under applicable law) must always use the SmartPush Services in the presence and under the supervision of a primary parent or legal guardian. In such cases, the adult is considered a user and is responsible for any activities.

3.3 Accounts must be registered only by the person applying for membership. It is expressly forbidden to register an account in a name other than that of the registered person (fictitious or real). Such use constitutes fraud and may give rise to criminal prosecution and substantial damages. You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must comply with the SmartPush policies described in this Agreement and other SmartPush policy documents listed herein or elsewhere, if applicable to your activities on or use of SmartPush, and all other operating rules, policies, and procedures that we or our affiliates may post on SmartPush from time to time. The foregoing operating rules, policies, and procedures are made a valid part of this Agreement by reference and may be updated by us from time to time without notice. In addition, certain services offered through SmartPush may be subject to additional terms and conditions promulgated by us from time to time; your use of such services is subject to these additional terms and conditions, which are incorporated into this Agreement or SmartPush Related Terms by this reference. Please see the "Changes to Terms" section for amendments to this Agreement.

3.4 You agree and accept that if we determine, through reasonable judgment, that you have improperly registered or improperly used multiple accounts, we may take measures such as freezing, closing accounts, suspending, or refusing to provide services, and you shall be liable for damages caused to us and related parties.

IV. Use of SmartPush

4.1 You agree and accept that SmartPush is only a conduit for the transmission of information made by you and does not initiate or direct any transmission of information, or select or modify any information contained in the transmission; we do not guarantee the proper presentation of marketing information for all users, as SmartPush has no control over their Internet connection and the electronic devices they use to open such information, etc.

4.2 You are solely responsible for your activities and conducts on SmartPush and all of the messages, text, data, information, graphics, images, photographs, profiles, audio, video, items, links and any other content that you transmit, post through or display on SmartPush. In accessing or using SmartPush and its Services, You shall not, and shall not permit third parties authorized by You to (a) market content or merchandise on SmartPush that is of an inappropriate type or domain; (b) violate any law, infringe the rights of third parties, or violate Our Terms; (c) use Our Website or Services if You are unable to enter a legally binding contract under applicable law, are under 18 years of age, or are suspended from using Our Services by SmartPush; (d) circumvent or manipulate Our fee structure, the billing process, or default on a payment to US; (e) post false, inaccurate, misleading and defamatory content or personal or private information about other users; distribute or post spam, chain letters or pyramid schemes; or (f) transmit through SmartPush any virus, worm or any other technology that could harm our interests or the interests or property of other SmartPush users; (g) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as the right to privacy and publicity) of others; (h) restrict or inhibit any other user from using the SmartPush service; (i) violate any code of conduct or other guidelines that may apply to any particular email, SMS push service; (j) copy, modify and/or distribute content from the Site and its subdomains, including our copyrights and trademarks; (k) obtain or otherwise collect any data or information (which may be private or otherwise) about a user without the user's consent; (l) modify, adapt, alter, translate the Services, or create derivative works of the Services; (m) sublicense, rent, lease, loan, distribute or otherwise transfer the Services or Files to any third party; (n) reverse engineer, decompile, disassemble or otherwise derive or determine, or attempt to derive or determine, the source code (or underlying ideas, algorithms, structures or organization) of the Services, except as expressly permitted by applicable law (and only upon prior written notice to SmartPush); (o) bypass, remove or disable any copy protection or security mechanism of the Services; (p) use or display the Services in any other manner that competes with SmartPush; (q) remove any proprietary notices from the Services; (r) attempt to gain unauthorized access to or damage the integrity, performance or security of the Services or the data contained therein; (s) use or copy the Services or Files except as expressly permitted by these Terms. SmartPush shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement and SmartPush Related Terms.

4.3 You shall be solely responsible for obtaining and maintaining, at Your own expense, all necessary telecommunications, computer hardware, software, services, and Internet connections required for You or any Authorized User to access the Services from the Internet. If SmartPush provides you with assistance or advice in connection with any service setup, configuration, or support, such assistance or advice shall not be construed as legal advice under any circumstances.

4.4 You accept that SmartPush may continually develop, deliver, and provide you with innovations to the Services in the form of new features, functionality, and efficiencies. As such, SmartPush reserves the right to modify the Services at any time. If SmartPush adds additional features to a Service, SmartPush may implement such modifications in exchange for additional fees paid by the Customer.

4.5 If SmartPush provide Professional Services (such as importing contact lists, setting up automation, email templates, etc.) on behalf of a subscriber under the Agreement, You understand that SmartPush's ability to meet the deadlines in the Agreement related to Professional Services is dependent on Your timely response to SmartPush's information requests and other input. You agree that SmartPush will not be in breach of the Agreement due to delays caused by your failure to respond promptly and that such delays will not affect your payment obligations under the Agreement.

4.6 SmartPush supports your sending activities in multiple countries around the world. You are aware and understand that your SMS can only be sent within the range of countries supported by SmartPush, and we will not send to cell phone numbers beyond the configured countries.

V. Fees and Renewal

5.1 We may offer different packages from time to time, each package shall have different requirements and limitations, these terms and limitations will be published on this website, your subscribed package or disclosed via other communication channels. You can view the latest packages by visiting SmartPush website. In case of any change to the charging rate for the Fees and scope of service under each packages, we will publish such changes in SmartPush website or notify you via other communication channels. Such changes shall take effect immediately after the publication or notification thereof. The updated charging rate for the Fees shall be applicable to you after the publication of notification of updated charging rate. If you disagree with such change, you shall stop using SmartPush. By continuing using SmartPush, you shall be deemed to accept the updated charging rate for the Fees.

5.2 Subscription fee is paid in advance and will be billed in monthly or (where applicable) annual intervals. Top-up is paid in advance in an amount as we in our sole discretion consider reasonable and shall be maintained in your SmartPush account at all times during your use of SmartPush to pay all incurred and recurring costs. You agree that any amount paid as Top-up is non-refundable and may not be transferred, sold or exchanged for cash. You agree to pay the subscription fee applicable to your package and any other applicable fees, including but not limited to any fees associated with your purchase or use of any other products or services offered by us from time to time, and any related taxes (collectively, "Fees"). We will provide you with notices or invoices for Fees applicable to you by posting to your operating system or sending to your email address or through other means authorized by you. All Fees paid to us are non-refundable except as expressly provided below or as otherwise directed by us in writing.

5.3 You may be required to keep a valid payment method on file to cover all incurred fees and recurring charges. Your subscription will automatically renew when you bind your bank card and you authorize us (without notice) to collect the then-applicable subscription fee using any valid payment channel we have on record for you. For further information, please refer to our “Auto Renewal Service Agreement”.

5.4 You understand that to use some of the SmartPush services, you are required to top-up your SmartPush account. The Top-up will be subject to a period of validity (the “Validity Period”) during which any Fees incurred will be ducted from the Top-up. We reserve the right to forfeit any remaining balance of the Top-up upon expiry of the Valid Period.

5.5 Free Trials: From time to time, we may offer you a free trial of the SmartPush service. The amount you paid for a paid product during your free trial is not refundable under any circumstances.

5.6 The billing cycle will be calculated from the time of successful payment of your subscription, and the time granularity will be up to the hour; (in the case of free subscriptions, the time of the first login after subscription to the paid version will be the starting time of the billing cycle by default, and will be reset to zero after 30 days). The end of the billing cycle is 30 days after the successful payment of the current subscription, with the time granularity to the hour; the credit in the package is valid for the current billing cycle, after the billing cycle, the SMS and email credit in your subscription will be automatically cleared, and the service provided will be invalid.

5.7 We reserve the right to apply any of your payments or credits against any amounts owed by you to us, whether or not such obligation on your part arises out of this Agreement or SmartPush Related Terms or any invoice, order, agreement, or contractual relationship between you and us or any of our affiliates.

VI. SmartPush as a marketing tool

You acknowledge that SmartPush is a tool for marketing using SMS and email. We are not involved in the actual transaction between the buyer and seller. We have no control over and do not guarantee, the quality, safety, or legality of the advertised goods, the ability of users to sell their respective goods, the ability of buyers to pay for the goods, or the truth or accuracy of statements made by users. We have no control over, and cannot guarantee the finalization of, any communication or statement of intent between the buyer and seller to enter a user-to-user transaction.

In addition, we cannot guarantee that you will have continuous or secure access to our services, and the operation of SmartPush may be interfered with by numerous factors beyond our control. Therefore, to the extent permitted by law, we exclude all implied warranties, terms, and conditions. We will not be liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of Our Website and services. Your use of SmartPush is at your own risk.

We do not control the information provided by other users through SmartPush. You may find information from other users to be offensive, harmful, inaccurate, or deceptive. When using SmartPush, please use common sense and exchange safely. Please note that there are also risks associated with dealing with minors or people acting under pretenses. By using SmartPush, you agree to accept these risks, and we are not responsible for the actions of users on SmartPush.

Our goal is to update and maintain SmartPush regularly and to be able to change the content at any time. We will make reasonable efforts to make SmartPush available to you, but, if necessary, we may suspend access to the Site or other SmartPush sites or close them indefinitely. We will not be liable if SmartPush is unavailable at any time or for any period for any reason.

You acknowledge that, unless otherwise agreed, we may provide services to your competitors and do not promise exclusivity in any market segment.

VII. Termination

7.1 We will unilaterally terminate this Agreement and (or) SmartPush Related Terms and you will not be able to continue using the SmartPush Services if: (i) you use the Services in violation of any applicable law or regulation or this Agreement or SmartPush Related Terms; (ii) you use the Services in an unauthorized, improper or fraudulent manner; (iii) your use of the Services adversely affects SmartPush's provision of the Services to others; (iv) an order by a court or other governmental agency prohibits SmartPush from providing the Services; (v) there is a denial-of-service attack or any other event that, in SmartPush's sole discretion, may pose a risk to the Services or any other You if the Services are not suspended; (vi) SmartPush does not receive any payment under this Agreement before the expiration of the Services; (vii) other circumstances that, in SmartPush's sole discretion, require termination of this Agreement. SmartPush shall not be liable for any damages, liabilities, or losses resulting from the suspension, limitation, or termination of the Customer's right to use the Services under this section.

7.2 Upon termination of the Services by either party: (i) we will cease providing the Services to you and you will no longer be able to access or use the SmartPush Services; (ii) you will not be entitled to any refund of any fees, prorated or otherwise; and any outstanding balance owed to us for your use of the Services before the effective date of termination will become immediately due and payable in full.

7.3 Fraud: Without limiting any of its other rights and remedies, SmartPush may suspend or terminate its services to you if we suspect that you are engaging in fraudulent or improper activity.

7.4 Termination/Cancellation Policy: You may terminate the service at any time by obtaining instructions in the operator's back office or by sending an email to smartpush@shoplineapp.com.

VIII. Intellectual Property Rights

8.1 SmartPush and other SmartPush graphics, logos, designs, page headers, button icons, scripts, and service names are the intellectual property of us or our affiliates and are owned by SmartPush or others who have licensed their rights to SmartPush. You may not use any product or service in any manner that is likely to confuse, including as part of a trademark and/or as part of a feature variable name or email address. The names of actual companies and products mentioned on SmartPush may be the intellectual property of their respective owners.

8.2 Subject to your complete payment of all amounts due to SmartPush, if SmartPush makes audio, visual, audio-visual, textual, and/or interactive works or materials available to you or your end users in any form as part of the Services (individually and collectively, "SmartPush Content"), SmartPush grants you, solely in connection with your use of the Services a non-exclusive, non-transferable, non-sublicensable, revocable, geographically-wide, limited license to use the SmartPush Content. You agree not to use, reproduce, delete, post, distribute, perform, or display any SmartPush Content or any portion thereof in any other context, on the Site, or in connection with any other service. Except for the license granted in this section, this is a service agreement and you are not granted any license under this Agreement.

8.3 SmartPush acknowledges and agrees that You are the exclusive owner of all creative content provided to SmartPush by or on behalf of You under this Agreement ("User Content"); provided, however, that You hereby grant SmartPush a non-exclusive and royalty-free right and license to use the User Content and the intellectual property rights associated with the User Content in connection with Our performance of the Services. You retain all rights, titles, and interest in and to the User Content, except as expressly permitted during SmartPush's performance of the Services.

8.4 Concerning the rights and licenses granted by SmartPush under this Agreement, SmartPush may provide you with user manuals, reference manuals, versions, application and method guides, written utilities, and other materials (collectively, the "Files"). SmartPush is the sole and exclusive owner of the Files and all rights and interests related to the Files and all intellectual property rights therein.

8.5 You agree that You will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying structure, or algorithms of the SmartPush Services or any software, files, content or data related to the Services ("Software"); (b) remove any proprietary notices or labels from the Services or any Software; copy or reproduce the Software or Services or any part thereof; (c) modify, translate or create derivative works based on the Services or any Software; (d) copy, sell, license, sublicense, distribute, pledge, assign or otherwise transfer or encumber rights to the Services, SmartPush Content or any Software; (e) create any derivative works from any of the foregoing; (f) introduce software or scripts to the Services to generate multiple accounts, generate automated search, request and query functions, or strip or mine data from the Services without our express written permission; (g) perform or publish any performance/benchmarking tests or analyses related to the Services or their use; (h) upload, link to or post any portion of the Software and/or SmartPush Content on bulletin boards, intranets, extranets or web sites; (i) ) use or distribute the Software and/or SmartPush Content in violation of any applicable law, regulation or export restriction; (g) own or use the Software in any format other than machine-readable format; (k) use the licenses and rights granted hereunder to design, develop or distribute commercial products or services that compete with Smart Push; (l) circumvent or attempt to circumvent any technical measures designed to impose certain restrictions or instructions on your use of the Services; (m) use the Services to send or store infringing, obscene, threatening, harassing, defamatory or otherwise unlawful or tortious material, including material harmful to children or invasive of third party privacy rights; or (n) permit third parties to access the Services or use the Services in any manner other than as expressly permitted in this Agreement. SmartPush reserves all rights in the Services not expressly granted in this Agreement. If you use the Services in any country within the European Union, the prohibitions outlined in this Agreement will not affect your rights under any legislation implementing the EU Council Directive on the Legal Protection of Computer Programs.

8.6 The Services shall be used solely for your internal business purposes and you shall not use the Services or any Software for the benefit of third parties.

8.7 You acknowledge and agree that the Services, Software, Company name and logo, and all related product and service names, design marks and slogans, and all other materials comprising the Software or Services, are the property of SmartPush or its affiliates or suppliers (collectively, the "Marks"). Unless otherwise noted, all copyright, trade dress, trademarks, and/or other intellectual property rights in the Marks are owned by SmartPush or other parties who license their materials to SmartPush. You are not authorized to use any Marks in any advertising, promotion, or any other commercial manner without SmartPush's prior written consent. Your use of the Services does not imply that SmartPush grants you ownership of the Services, Software, or Trademarks, nor is it a sale of any rights to the Services, Software, or Trademarks. All ownership rights remain with SmartPush or its third-party suppliers.

8.8 We do not own or claim any intellectual property rights in the materials you provide to us (including feedback and suggestions) or post, upload, input or submit to us through SmartPush or its related services (collectively, "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting us, our affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of our Internet business, including, but not limited to, copying, distributing, transmitting, publicly displaying, publicly performing, reproducing, editing, translating, linking, and reformatting your Submission; and publishing your name in connection with the Submission. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (to multiple tiers of sublicensees) right to exercise your copyright, publicity, and database rights in any Submission you provide to us through SmartPush.

8.9 Specifically, Notwithstanding the foregoing on clause 8.8 and during the term of the Services, you hereby grant SmartPush a limited, revocable, and non-exclusive right to use your brand products and corresponding trademarks. This right is granted solely for the purpose of promoting or showcasing the partnership and may be used in promotional materials, including but not limited to web pages, printed materials, audio, and video content. Within the scope of this authorization, SmartPush is permitted to use your trademarks either independently or in conjunction with other partner brands and their trademarks, text, images, and other visual elements.

8.10 As part of a transaction through SmartPush, you may obtain personal information from other individuals, including email addresses and shipping information. This personal information may only be used for that transaction or for SmartPush-related services in connection with that transaction without the prior consent of the other individual. We are under no obligation to post or use any materials you provide and may remove submissions at any time at our sole discretion.

8.11 Submissions that you provide to us through SmartPush may be forwarded by third-party websites or third-party personnel. You agree to hold us harmless from any disputes relating to such use.

8.12 We welcome any comments and suggestions you may have for improving our services. In no event will the provision of such feedback be subject to any obligation of confidentiality or expectation of compensation. By submitting feedback to us (either directly or indirectly), you waive all rights therein and acknowledge that we are free to implement or modify it as necessary.

9、Privacy

9.1 Protecting your privacy is very important to us. Please review our Privacy Policy which explains how we handle your personal information and protect your privacy. We undertake to comply with the relevant data privacy law in the relevant jurisdictions. Before using Smartpush, you must read, agree to, and accept all the terms and conditions contained in the Privacy Policy. We may change our Privacy Policy from time to time, and any such changes will be effective upon posting on the Privacy Policy. Unless otherwise provided in our Privacy Policy, we will not sell, transfer, use or disclose your personal information (as defined in the Privacy Policy) to third parties without your express consent. We will store and process content on securely protected computers.

9.2 In providing the Services, SmartPush acts only on behalf of You as a Personal Data Processor and processes and stores Target Data (as defined below) under Your control only in connection with the provision of the Services.

9.3 The rules relating to the protection and processing of personal data are set out in our published Privacy Policy. By our Privacy Policy, we have the right to use and disclose your information in connection with the provision of the Services. We may change our Privacy Policy from time to time, and any such changes will be effective upon posting on the Privacy Policy.

9.4 You undertake to ensure that the processing of personal data under your control which is necessary for the use of the Services does not infringe the rights and legitimate interests of the data subjects or other third parties. In this regard, you shall bear all risks associated therewith.

9.5 If you use the Services through an Affiliate (advertising agency or freelancer), that Affiliate will have access to Target Communications (as defined below), Target Data (as defined below), and other data in your Account.

9.6 We may review, copy, and internally distribute content from your targeted communications and accounts to create algorithms and programs ("Tools") that help us identify problem accounts. We use these Tools to find users who have violated the relevant Terms or applicable laws.

9.7 You will provide to SmartPush, and we will integrate, analyze, and utilize, data from third parties who have consented to receive marketing and other content from you or otherwise interact with you electronically (each such third party is a "Target" and such third-party data "Target Data"). You represent and warrant to SmartPush that you have obtained the consent of each Target to allow SmartPush to collect, process, and use their Target Data and to communicate with them in the manner outlined in this Agreement.

9.8 SmartPush will not own any Target Data, but You grant SmartPush (i) a non-exclusive, limited, fully-paid, territory-wide license to use the Target Data in connection with the Services. (ii) a non-exclusive, perpetual, irrevocable, fully paid, sublicensable, territory-wide license to use, compile, license, and distribute data obtained from the interaction of non-personally identifiable Target Data with the Services, and not to identify, refer to or imply non-personally identifiable Target Data associated with you or its targets to create benchmarks, statistics, research, and marketing analysis, surveys, reports, and studies in an aggregated and confidential format. You are not permitted to collect or submit any Target credit card information or personal medical or health-related information in connection with the Services. SmartPush is not responsible or liable for the loss or correction of any Target data.

9.9 You are and shall remain solely responsible for all content (not developed or provided by SmartPush under this Agreement) delivered to Target via mail, email, SMS, or any other medium ("Target Communications"). You warrant that its use of the Target Data is and will be at all times (a) by (i) all terms, conditions, rules, procedures, policies, or other guidelines published for each Third-Party Account (as defined below) and (ii) all applicable laws, rules, and regulations, including but not limited to those relating to the sending of repetitive, unsolicited or deceptive information; and (iii) not infringe or misappropriate any intellectual property rights or other rights of third parties.

9.10 If SmartPush reasonably believes that You: (a) have violated or are violating applicable law, regulation, or ordinance in connection with Your use of the Service; (b) have violated or are violating any term or condition outlined in this Agreement and or SmartPush Related Terms, or (c) have violated or are violating the rights of any third party, then SmartPush may, at least three (3) days before the effective date of such suspension, provide You with written notice of the basis for such suspension. SmartPush and you agree to use their best efforts to resolve such issues within this three (3) day period. If such problems are not resolved to our reasonable satisfaction within such three (3) day period, SmartPush may suspend such services until you provide SmartPush with information and materials that are legally, factually, or reasonably sufficient to demonstrate to SmartPush that you have resolved such problems.

9.11 You hereby agree not to (a) use the Services to transmit or attempt to transmit any targeted communications in violation of applicable laws, rules, and regulations, including, but not limited to, laws and regulations governing export controls, unfair competition, false advertising, consumer protection, the issuance or sale of securities, the firearms trade, privacy, private or public data transmission, and/or telecommunications; (b) perform or aid in the performance of any activity that may directly or indirectly result in the transmission to, uploading from, or downloading by any end user of any spam; (c) implement or aid in the implementation of any computer code, files, or programs that may directly or indirectly cause the transmission to, or uploading from, and downloading by, the targeted user of any software virus, worm, Trojan horse, time bomb, trap door or other ones designed to interrupt, destroy or limit the functionality of computer software, hardware or telecommunications equipment, designed to degrade the quality of service, interfere with its performance or impair its functionality. or (d) use the Services in a manner that infringes or misappropriates the intellectual property rights of others, including receiving, uploading, downloading, displaying, distributing, or performing programs and other works before obtaining the necessary licenses. or (e) remove/alter applicable copyright, trademark, or patent notices by using derivative works protected by laws relating to intellectual property rights.

10、Change of Terms

10.1 We have always tried to provide you with a better service and we reserve the right to unilaterally amend the Terms to ensure easier and safer use.

10.2 SmartPush will send amendments to the Terms to you by email or through your account. Any such changes will be effective immediately upon posting.

10.3 By continuing to use the Services (including, but not limited to, extending the Services, or subscribing to new Services after the effective date of the amendments to the Terms), you acknowledge that you are aware of and agree to such amendments.

10.4 If a section of this Agreement proves to be unenforceable, then that section will be deleted or edited as little as possible and the rest of the Agreement will remain in effect.

10.5 If you have a written agreement with us or our affiliates ("Written Agreement") regarding the use of the SmartPush Services and there is a conflict between these Terms and the Written Agreement, the Written Agreement will prevail. You will be bound by these Terms in all matters not covered by the Written Agreement.

10.6 A waiver or failure to enforce any provision of this Agreement on a particular occasion shall not be deemed a waiver of any other provision or a waiver of such provision on any other occasion.

10.7 Our failure to take immediate action in response to a breach of these Terms does not constitute a waiver of any of our rights under these Terms and we may still act in due course.

10.8 The printed version of this Agreement and any notices given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms in the same manner as other business documents and records generated and maintained in printed form. The parties expressly desire that this Agreement and all related documents be in Chinese.

XI. Disclaimer and Limitation of Liability

11.1 To the fullest extent permitted by law, you will be solely responsible for any losses you incur as a result of using the Services. In no event shall we and/or affiliates be liable for any special, indirect, incidental, exemplary, profit-losing, remote, covered, or punitive damages, even if such damages are based on negligence or we have been advised of the possibility of such damages. No claim shall be made by one party against the other party more than twelve (12) months after the termination or expiration of the agreement. Nothing contained herein shall exclude or limit liability to the extent permitted by applicable law.

11.2 You acknowledge that we have no control over the transmission of data over communications facilities (including the Internet) and that the Services may be affected by problems inherent in the use of such communications facilities. We will not be liable for any delays, delivery failures, or other problems beyond our control.

11.3 The parties agree to enter into the Agreement in reliance on the above limitations of liability, which allocate risk between SmartPush and you and form the basis of the transaction between the parties.

11.4 Your use of SmartPush and the Services is at your own risk and SmartPush and the Services are provided on an "as is", "as available", and "without warranty of defect" basis. The SmartPush and Services are provided on an "as is", "as available", and "without warranty of defect" basis. We and/or our suppliers and affiliates disclaim all warranties, conditions, and representations to you, whether statutory, express, or implied, including, but not limited to, any implied warranties, conditions, and representations of title, merchantability, fitness for a particular purpose and non-infringement.

11.5 The information, software, products, and services provided through SmartPush or contained in SmartPush may include inaccuracies or typographical errors, and the information on SmartPush may be updated from time to time. We and/or our suppliers and our affiliates may make improvements and changes to SmartPush at any time. In making any personal, medical, legal, or financial decisions, you should not rely on the information and advice available through SmartPush and should consult with an appropriate professional for specific advice appropriate to your situation.

11.6 You will not hold us liable for any other loss, injury, claim, or liability ("Losses") arising out of or related to your use of any Linked Site, including but not limited to Losses related to your Content, acts, omissions, statements, and representations made through SmartPush's Instant Messaging Service or posted on SmartPush.

11.7 In the event of a dispute between you and a SmartPush subscriber or your consumer, you shall release us (and our employees, subcontractors, and all related parties) from claims, demands, and damages of every kind and nature (arising directly or indirectly) arising out of or in any way connected with such dispute, whether such claims, demands, and damages are known or unknown whether such claims, demands, and damages are known or unknown, confirmed, or unconfirmed, disclosed or undisclosed.

11.8 While we will use reasonable efforts to maintain the stability of the SmartPush Service and the reasonable accuracy of the information on SmartPush, we and/or our suppliers and affiliates make no representations regarding the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained on SmartPush. All such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. We, our suppliers, and/or affiliates disclaim all warranties and conditions about such information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

11.9 Guest Users - Your use of SmartPush is at your sole risk. Neither we nor any of our affiliates, nor we and their respective agents, employees, and subcontractors shall be liable to you or any other entity (under this Agreement or any other contract) for any loss or damage (including, but not limited to, failure of purpose, business interruption, loss of data, loss of profits and loss of revenue) suffered directly or indirectly as a result of any false statement, misrepresentation, tortious act or omission, including negligence, in connection with the use of SmartPush or the Services.

11.10 Paid Members - Our total liability to you for any loss or damage is limited to the number of subscription fees we received during the subscription period in which such liability arose. For the avoidance of doubt, "our liability" includes the liability of any company within the SmartPush group and our and their respective agents, employees, and subcontractors." You" includes any other party claiming through you; "loss or damage" includes any loss, damage, cost, or expense arising out of any false statement, misrepresentation, tortious act, or omission (including negligence) in connection with the use of SmartPush under this Agreement or otherwise. This section of the Agreement and Conditions does not affect claims relating to death or personal injury caused by negligence, nor does it limit or exclude any liability for fraudulent misrepresentation.

11.11 The above limitation is not extended by the existence of multiple claims.

11.12 These disclaimers apply to the fullest extent permitted by law and will survive the termination or expiration of this Agreement.

11.13 You hereby agree to indemnify and hold us and our corporate shareholders, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement and SmartPush Related Terms (including the files it incorporates by reference) or violation of any law or infringement of any rights of a third party.

XII. Confidentiality

12.1 The Receiving Party (as defined herein) will maintain the Confidential Information of the Disclosing Party (as defined herein) in confidence, will not use it except as otherwise authorized in this Agreement, and will protect it from disclosure to third parties. For purposes of this Agreement, "Confidential Information" means any information disclosed or otherwise provided by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with such Disclosing Party and which, because of the circumstances of the disclosure or the nature of the disclosed information, the Receiving Party has reason to know is confidential or proprietary to the Disclosing Party.

12.2 Confidential Information does not include information that (a) has been made public or is to be made public (unless wrongly disclosed by the Receiving Party under this Agreement); (b) was in the Receiving Party's possession before the Receiving Party's receipt of such information under this Agreement, as evidenced by such Receiving Party's prior written records; (c) was received from a third party and such Receiving Party is not aware of any obligation of confidentiality concerning such information, or (d) was approved in writing by the disclosing party for release.

12.3 From time to time, the Receiving Party may be required to disclose Confidential Information of the Disclosing Party under an order or requirement of a court (such as a subpoena), administrative agency, other governmental agency, or the law. In such cases, the Receiving Party is permitted to disclose such information to the extent necessary to comply with such order or legal requirement.

XIII. Transfer

13.1 You may not assign any of your rights under this Agreement to anyone else.

13.2 We may assign our rights to an Associate, any other individual or entity, as we determine.

XIV. Notice

14.1 SmartPush shall send notifications and maintain contact with the Customer via the email address or phone number provided by the Customer, or by any other means by which the Customer can be contacted.

14.2 You are obligated to provide SmartPush with true and valid contact information (including but not limited to a contact phone number, contact address, and email address), and SmartPush has the right to send notices to You by any one or more of the foregoing contact methods.

14.3 Any notice or other communication in connection with this Contract shall be in writing, in Chinese, by personal delivery or courier, or by electronic mail.

14.4 After SmartPush sends you information by e-mail or system message, it shall be deemed to have been successfully delivered upon successful delivery. Notices sent in paper form shall be deemed successfully delivered on the fifth (5th) day after SmartPush mails them to the address provided by you.

14.5 You shall notify SmartPush in writing of any changes to the contact information and information provided in this Agreement or promptly make such changes in the SmartPush system. If a notice sent by SmartPush cannot be served due to your delayed notice, the notice is deemed to have been legally served when it is sent. Natural disasters or other force majeure factors are not covered here.

14.6 The parties agree that having a copy of the email or other information sent to the Customer on our server (database or other device storing the relevant information) shall be proper proof of the sending of any information.

XV. Dispute Resolution

15.1 This Agreement shall be governed solely by and construed in accordance with the laws of Hong Kong. Except as otherwise provided in this Agreement, if applicable, SmartPush reserves the rights and shall have full discretion to decide on the applicable terms and conditions on a case-to-case basis. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity of these terms, shall be settled by mediation, arbitration or courts of Hong Kong as SmartPush deems appropriate.

XVI. Relationship between the two parties

16.1 Nothing in this Agreement shall be construed as creating a joint venture or partnership between the parties or as conferring upon either party the power to enter into any agreement as agent for or on behalf of the other party. Our performance of this Agreement is governed by existing laws and legal procedures. Nothing in this Agreement shall affect or prohibit our compliance with or response to requests from governmental, court, and law enforcement authorities.