Terms and Conditions

All software and services made available via Ahsay Managed Backup as a Service (AMBaaS) are subject to the following terms and conditions. By creating or accessing an account on our servers, you are agreeing to these terms.

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU

These terms and conditions (hereinafter the “Agreement”) apply to your subscription to the Ahsay Managed Backup as a Service (AMBaaS) backup service subscription (the “Backup Service”) sold by AHSAY SYSTEMS CORPORATION (SG) PTE. LTD. (“Ahsay”) including its affiliates or subsidiaries. Ahsay Managed Backup as a Service (AMBaaS) software will be provided to you for installing on the computer that you want to back up. You will need to properly install and configure this Ahsay Managed Backup as a Service (AMBaaS) software to perform the backup function.

1. ACCEPTANCE OF THESE TERMS AND CONDITIONS: By purchasing a subscription, you agree to be bound by the Agreement, which governs your use of the Ahsay Managed Backup as a Service (AMBaaS), which is provided to you by Ahsay. If you agree to these Terms and Conditions on behalf of your employer, you represent that you have the authority to do so, in which case, reference hereinafter to “you” and “your” will also refer to your employer. If you do not agree to be bound by the Agreement, notify your provider at once. Your subscription will be terminated and you will not be given access to the Backup Service.

2. THE BACKUP SERVICE allows you to back up and restore your files and folders, photographs, videos, music, databases, virtual machines and other data (collectively, the “Content”) via the Internet. Backup of the Content you designate occurs via your Internet connection at the time and frequency set by you. The Backup Service is not an archival service. It is solely your responsibility to maintain original versions of the Content that you backup through the Backup Service. You must provide and pay for all computer equipment and services necessary to use Backup Service, including access to the Internet and hard-drive and/or public cloud storage. The computer devices that you need to back up are required to meet the minimum hardware and software requirements listed in the Hardware Requirement List and Software Requirement List available on Ahsay Managed Backup as a Service (AMBaaS)’s website. Ahsay makes reasonable efforts to provide you with uninterrupted access to the Backup Service. However, there will be occasions when the Backup Service will be interrupted, including, for maintenance, upgrades, emergency repairs or the failure of telecommunications equipment and services. Ahsay will take reasonable steps to minimize such disruption. Please see “Disclaimer of Warranties” and “Limitation of Liability,” below, for important information about Ahsay’s responsibilities.

3. YOUR ACCOUNT INFORMATION: The period of a paid-subscription to The Backup Service begins upon written confirmation and subsequent payment for your subscription with Ahsay, regardless of whether or when you activate or begin using your account. Unless your account is terminated sooner under the terms of the Agreement, you will be billed based on your selected service package’s pricing. Should payment not be received in accordance with the Agreement, your access to your Backup Service account will be terminated. When you register for the Backup Service, you agree to provide accurate information about yourself and to keep that information up-to-date. At registration, you will select a username and password that you will need to access your account to backup and restore your Content. Please keep your password safe and secure. You will not be able to restore your Content without it. It is your responsibility to maintain the confidentiality of your Backup Service user name and password (your “Account Information”). You are responsible for all use of the Backup Service accessed through your Account Information. You agree to immediately notify Ahsay of any unauthorized use of your Account Information or any other actual or suspected breach of the Backup Service security.

4. YOUR USE OF THE BACKUP SERVICE: You are solely responsible for all Content and Account Information that you transmit, store, or restore through the Backup Service and to and from your account. You agree that your use of the Backup Service will fully comply with all applicable laws, rules and regulations and that it will also comply with all regulations, policies and procedures of networks through which you access and use the Backup Service. Without limiting the generality of these requirements, you agree that you will not use the Backup Service to:

   • Transmit, store, or restore Content that: (i) contains illegal material; (ii) is harassing, libelous, defamatory, abusive, threatening, harmful, pornographic, obscene or is otherwise tortious or offensive, as determined by Ahsay in its sole discretion; (iii) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate a law; or (iv) contains any viruses, worms, Trojan horses or other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Backup Service;
      
   • Transmit, store, or restore Content, in ways that would violate any applicable privacy policy or applicable privacy law, rule or regulation that protect personal information, and personal health information in the private and public sectors. Ahsay will not be responsible or liable for your failure to comply with the above.
      
   • Plan or carry out any illegal activity;
      
   • Violate the intellectual property rights or other rights of any third party, including, without limitation, any person’s copyrights in music, videos, images, books, databases, virtual machines, or other data;
      
   • Breach any duty of confidentiality that you owe to anyone;
      
   • Access or attempt to access any Backup Service account for which you have no access authorization;
      
   • Sell Content to others, charge anyone for access to your Account or otherwise use, sell or share the Backup Service for any unacceptable commercial purpose, except in the role of and in accordance with an Authorized Service Partner or Reseller Agreement with Ahsay.
      
   • You further agree that you will not:
     • Create any links, whether on a web page, in an e-mail or otherwise, that direct anyone to any part of your Account; or
     • Interfere with the servers or networks connected to the Backup Service.
        

5. INSPECTION OF YOUR CONTENT: Ahsay does not access and control the Content of any customer’s account and does not have any obligation to monitor or review Content for any purpose. Notwithstanding the foregoing, if Ahsay reasonably suspects that an Account is being used for storage or distribution of any Content that violates these Terms and Conditions, Ahsay reserves the right, in its sole discretion and subject to applicable law, to terminate your account, delete your Content and/or, if applicable, notify the appropriate authorities, without prior notice to you.

6. SECURITY OF YOUR CONTENT: The Backup Service provides secure Content transmission and storage. Content is encrypted using a 256-bit AES algorithm by default, and remains encrypted at all times prior to restore. The encryption key is defined and needs to be kept safely by you. Only the you can decrypt the Content using the encryption key. There is an “Upload encryption key after running backup for recovery” option available to you in the Ahsay Managed Backup as a Service (AMBaaS) software. When this option is enabled, your encryption key will be re-encrypted by Ahsay’s own encryption key and then uploaded to Ahsay Managed Backup as a Service (AMBaaS)’s backup server as an additional protection method, so that when you lose or forget your encryption key, Ahsay can decrypt the key and send it back to you. Ahsay will NOT use the encrypted encryption key to decipher your data.

7. MODIFICATIONS: Ahsay reserves the right to modify the service scope, or discontinue the Backup Service, with or without notice or liability to you or any third party.

8. TERMINATION & CANCELLATION: Ahsay may, at its sole discretion, immediately terminate your access to the Backup Service, without liability to you or any third party, if it believes that you have violated these Terms and Conditions or if you fail to pay for the Backup Service as agreed. In its discretion, and subject to applicable law, Ahsay may prompt you to restore your Content prior to termination, after which Ahsay will have no obligation to store your Content or permit you to restore it. You may cancel the Backup Service by contacting Ahsay. Before you cancel, be sure that you have restored all of your Content from the Backup Service. Once you submit payment for the Backup Service, the transaction is final, and you will not be refunded all or any part of your payment outside the standard Ahsay refund policy. If you purchased your subscription from a vendor other than Ahsay, that vendor’s refund policy applies. If your subscription was purchased from Ahsay, no refund will be issued after your purchase. Other terms and conditions may apply, depending on your particular subscription type. In the event that Ahsay terminates your account, there will be no refunds.

9. USE OF INFORMATION SUBMITTED: You agree that Ahsay is free to use any comments, information or ideas in any communication you send to Ahsay, without compensation or acknowledgement to you, for any purpose whatsoever, including, but not limited to, modifying and marketing the Backup Service or developing, manufacturing and marketing other products or services.

10. ELECTRONIC COMMUNICATIONS: By using the Backup Service, you consent to receiving electronic communications and notices from Ahsay, and you agree that any such communication will satisfy any legal communication requirements, including that such communications be in writing.

11. DISCLAIMER OF WARRANTIES: The transmission, storage, and restoration of Content through the Internet are subject to a variety of conditions that make such transmission, storage, viewing and restoration potentially unreliable. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT USE OF THE BACKUP SERVICE IS AT YOUR SOLE RISK. THE BACKUP SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. AHSAY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO YOUR ACCOUNT OR THE BACKUP SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AHSAY MAKES NO REPRESENTATION OR WARRANTY: (A) THAT THE BACKUP SERVICE WILL MEET YOUR REQUIREMENTS; (B) THAT THE BACKUP SERVICE OR YOUR ACCESS TO IT WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE; (C) THAT YOUR CONTENT WILL NOT BE LOST, COMPROMISED OR DAMAGED; (D) THAT YOUR COMPUTER OR NETWORK OPERATIONS OR THOSE OF ANY PERSON WITH WHOM YOU SHARE CONTENT WILL NOT BE NEGATIVELY AFFECTED BY YOUR USE OF THE BACKUP SERVICE; (E) THAT ANY DATA ON YOUR COMPUTER OR NETWORK WILL NOT BE LOST OR DAMAGED AS A RESULT OF YOUR USE OR NON-USE OF THE BACKUP SERVICE; OR (F) THAT DEFECTS IN THE BACKUP SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AHSAY OR THROUGH THE BACKUP SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, AHSAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS, OR LOST REVENUE ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION: (1) THE USE OF OR INABILITY TO USE THE BACKUP SERVICE, (2) LOSS OR ALTERATION OF CONTENT, (3) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE BACKUP SERVICE, (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF CONTENT OR OTHER TRANSMISSIONS, OR (5) ANY OTHER MATTER RELATING TO THE BACKUP SERVICE, EVEN IF AHSAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT AHSAY’S TOTAL LIABILITY FOR DAMAGES RELATED TO THE BACKUP SERVICE IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID FOR THE BACKUP SERVICE OVER THE 1 MONTH PERIOD LEADING UP TO THE CAUSE OF THE CLAIM, OR, IF YOUR CLAIM AROSE DURING A FREE TRIAL PERIOD, TO THE THEN-CURRENT MONTHLY AMOUNT CHARGED FOR THE BACKUP SERVICE. Notwithstanding anything in these Terms and Conditions to the contrary, the remedies set forth in these Terms and Conditions shall apply: (i) even if such remedies fail their essential purpose, (ii) as a result of a breach of a fundamental term of the Agreement, or (iii) as a result of a fundamental breach of the Agreement. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you, in which case Ahsay’s liability shall be limited to the maximum extent permitted by applicable law.

13. THIRD-PARTY CLAIMS/INDEMNIFICATION: You agree that you are personally responsible for your behavior in connection with the Backup Service. Ahsay shall not be liable for claims made against you or Ahsay arising out of your use of the Backup Service, and you hereby agree to indemnify and hold Ahsay, its related companies, officers, directors, employees and agents harmless from and against any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising, directly or indirectly, in whole or in part, out of your use of the Backup Service, the use of the Backup Service by any other person who accesses it using your Account Information, your Content, your violation of these Terms and Conditions or your infringement of any intellectual property or other right of any third party.

14. GOVERNING LAW: THE PARTIES AGREE THAT THIS AGREEMENT, ANY SERVICES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN YOU AND AHSAY arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, Ahsay’s advertising, or any related transaction SHALL BE GOVERNED BY THE LAWS OF HONG KONG SPECIAL ADMINISTRATION REGION OF THE PEOPLE’S REPUBLIC OF CHINA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. If you use the Backup Service to back up Content in one jurisdiction (as defined by Ahsay) but restore it in another jurisdiction, then the law governing these Terms and Conditions applicable to the backup shall also apply to the restoration.

15. BINDING ARBITRATION: ANY CLAIM, DISPUTE, OR CONTROVERSY BETWEEN YOU AND AHSAY SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING INDIVIDUAL (NON-CLASS) ARBITRATION.Before commencing any proceeding in the manner set out below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any proceedings unless the good faith negotiation fails.Except where expressly prohibited by applicable statute, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) YOU MAKE AGAINST AHSAY, its agents, employees, officers, directors, successors, assigns or affiliates (collectively for purposes of this paragraph, “Ahsay”) arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Ahsay’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION in accordance with the laws of the Hong Kong Special Administration Region of the People’s Republic of China.Notwithstanding the provisions in this Section 15 or anywhere else in this Agreement, Ahsay shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark, property rights or confidential information or to preserve the status quo.

16. Language: The parties have required that this Agreement and all documents relating thereto be drawn-up in English.

17. GENERAL: If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced; provided, however, that if the individual (non-class) nature of the arbitration provision is found unenforceable, the entire arbitration provision shall not be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. Ahsay’s failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision. These Terms and Conditions set forth the entire understanding and agreement between you and Ahsay with respect to the Backup Service.

18. Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and Ahsay.

19. License; Title. Your subscription is made for a license to use the Backup Service. You obtain no right, title or interest in the ownership of any software, marketing materials or other intellectual property used by Ahsay to deliver the Backup Service.

THE AGREEMENT is made between AHSAY SYSTEMS CORPORATION LIMITED whose registered office is situated at 28/F, Ford Glory Plaza, No. 37 Wing Hong Street, Lai Chi Kok, Kowloon, Hong Kong ("the Company") and the person whose name and address are described in the invoice/official receipt ("the Client").

WHEREAS The Company is in the business of selling online backup software, and the Client provides online backup services to its customers using the online backup software provided by the Company, resell the backup software or is an end user of the backup software.

NOW IT IS AGREED as follows:

1. THE SOFTWARE

   • Software license key(s) will be generated and sent to the Client when the total due amount has been received by Ahsay.
   • The Client shall keep the software license key(s) confidential and shall never make them available to the public and/or any third party.
   • No refund shall be made after the software license key has been made available to the Client.
   • A license key can only be used on one computer at any given time. Violation to this restriction will be subjected to a penalty of fulfilling the legitimate license requirement at five times the nominal licensing rate.
      

2. APPLICATION

   • The term "Products" hereinafter appearing shall mean any of the software developed by the Company.
   • The term "Services" hereinafter appearing shall mean any of the services offered by the Client using the Products.
   • The term "Customers" hereinafter appearing shall mean any of the customers using the Services.
   • This Agreement shall apply to all activities involving the provision of the Services by the Client.
      

3. OBLIGATION

   • The Client shall:

     • not incur any liability on behalf of the Company or in any way pledge or purport to pledge the Company's credit;

     • conduct its business in a professional, ethical and lawful manner and not perform any act which will or may reflect adversely upon the business integrity or goodwill of the Company, or any affiliate of the Company or the image or the reputation of the Products;

4. WARRANTY

   • The Products is on an "as is" basis with no warranties of any kind and the Company will not be liable for any damages of any kind arising from the use. The Company further disclaims all warranties, express and implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose.
      

5. INTELLECTUAL PROPERTY

   • The Products are the property of the Company and/or its software suppliers and are protected by international copyright laws. Any attempt of reverse engineering, disassembly, or de-compilation of programs, unless it is explicitly permitted, is prohibited by law.
   • Redistribution of the Products, unless explicitly granted by the Company, is strictly prohibited.
      

6. ACCEPTANCE

   • All activities of the Services conducted by the Client is subject to the Company's approval and acceptance and shall NOT be effective until accepted by the Company.
      

7. CHANGES OF PRICING SCHEDULE

   • Market condition may require changes to the pricing schedule for the Products being made expeditiously and the Company reserves the right, at its absolute discretion, to make such changes. The Company may change the pricing schedule for the Software Licenses from time to time in any manner upon giving at least one month's prior written notice to the Client. Such revisions shall apply to sales orders received by the Company on or after the effective date of the revision.
      

8. CANCELLATION

   • Licenses and Services purchased cannot be cancelled and payment will not be refunded.
      

9. TRANSFERABILITY

   • Licenses and Services purchased are not transferrable after activation.
      

10. INDEMNITY

    • In consideration of the Company's provision of the Products to the Client hereunder, the Client hereby undertakes to indemnify and hold the Company harmless from and against all claims, suits, losses, liabilities (including the Company's reasonable attorney's fees), damages, cost and expenses from or in connection to the Products and/or the Services for whatever reason.
    • The Company shall under no circumstances be liable to the Client for any loss (whether direct or indirect) of revenue, loss of profits or any consequential loss whatsoever under this Agreement.
       

11. RELATIONSHIP

    • The Client shall conduct all of its business in its own name and in such a manner as it may see fit. Nothing in this Agreement shall be construed as the Company granting the Client any exclusive rights of any nature whatsoever.
    • Notwithstanding the use of the title of "Client" or "Agent", or "Partner", the Client and the Company are independent contractors under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, general agency, employer/employee, or master/servant relationship.
       

12. CONFIDENTIALITY

    • The Client agrees to keep and procure to keep secret and confidential any and all written and/or oral information of any kind relating to the terms of this Agreement and the business of the Company obtained from the pursuant to this Agreement or prior to it and to disclose the same only to those of its employees or contractors directly involved with the marketing of the Products and/or the Services and only to the extent necessary for each of them to perform their duties. The Client shall impose the above obligation to these persons.
    • In the event of termination of this agreement, there shall be no use or disclosure of any confidential information in its possession by the Client, and all confidential materials shall be returned to the Company or destroyed. The provisions of this section will survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, the Company shall be entitled to injunctive relief, which relief shall not be contested by the Client.
       

13. DISCLOSURE OF CLIENT'S INFORMATION

    • The Company shall be entitled to disclose information concerning the Client to any Clients or sub-contractors appointed or engaged by the Company or any other persons for the purpose in connection with the Products and/or Services.
    • The Client warrants to the Company that any information relating to the Client provided to the Company is complete and accurate and the Client shall forthwith inform the Company of any changes to such information.
    • The Client grants the Company the right to put the Client's information, including but not limiting to the Client's logo, the Client's Name and the URL of the Client's website, on the Company's website or on any marketing materials or on any documents to indicate that the Client is one of the Company's registered "Clients" or "Partners". The Client shall submit a written notice to the Company if he/she does not want to grant this right to the Company.
       

14. RESERVED RIGHTS

    • The Company reserves to itself the right notwithstanding anything to the contrary herein contained:

      • to continue to sell and market the Products; and/or

      • appoint other Clients in the sale and marketing of the Products.

15. ENTIRE AGREEMENT

    • This Agreement is intended as the complete statement of the terms of the agreement between the Company and the Client relating to subject matter hereof. This agreement supersedes all previous proposals, oral and written, and all negotiations, conversations or discussions heretofore had between the parties relating to this Agreement.
    • There are no promises, terms, conditions or obligations, oral or written, expressed or implied between the parties other than those contained herein.
       

16. MODIFICATIONS

    • The Company may make changes, including but not limiting, the revision of the reselling discount and the referral bonus, to the terms and benefits offered in this Agreement in any manner at its absolute discretion upon giving a thirty-day prior written notice to the Client advising of the changes and the effective date thereof.
    • The Client shall have the right to terminate this Agreement on or before the effective date of such changes if he/she does not want to be abided by the changes made effective by the Company. The Client's act of not terminating this Agreement on or before the effective date would constitute acceptance by the Client of such changes.
       

17. TERMINATION

    • The Company shall be entitled to terminate the Agreement forthwith by written notice to the Client if the Client commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

    • Notwithstanding anything to the contrary herein contained, the Company reserves the right to terminate this Agreement at anytime by giving a 30-day prior written notice to the Client. In the event of a termination in accordance with this clause 18ii, the Company shall refund to the Client as follows:

      • for any fees paid under the purchase model, 100% of the total amount paid in respect of the Products by the Client;

      • for any fees paid under the meter model with prepaid deposit, the balance of any unconsumed deposit paid (if any) in respect of the Products paid by the Client at the date of such termination; and

      • for any fees paid under the meter model without prepaid deposit, no refund shall be made by the Company.

    • Upon the termination of this Agreement by the Company as a result of any breach of the provisions in this Agreement by the Client, all outstanding unpaid invoices rendered by the Company to the Client in respect of the Products or otherwise shall become immediately due and payable by the Client forthwith upon the termination as aforesaid notwithstanding any other provisions in this Agreement to the contrary.
    • The termination of this Agreement shall be without prejudice to any rights of the Company which have accrued prior to such termination. In particular, the liability of the Client to the Company for damages caused by the Client's breach of this Agreement shall not be affected by or waived as a result of the termination of this Agreement.

    • For the avoidance of doubt, upon the termination of this Agreement, the Company shall be entitled, without any further notice:

      • to cause the software license key(s) to be cancelled and/or revoked; and

      • to preclude the Client's access to any software maintenance and upgrade services (or any part thereof).

18. NOTICES

    • Notices made by the Company may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be treated as received by the Client when delivered. Client has the responsibility of keeping its contact information up-to-date with the Company.
       

19. SOFTWARE MAINTENANCE AND UPGRADE FEE

    • In order to get the support and the latest version of the software, the Client is required to pay the Software Maintenance and Upgrade Fee.
    • If the Client is reselling the Products and/or the Services to their Customers, the Client is responsible to collect the Software Maintenance & Upgrade Fee from their Customers.
    • If the Client is unable to fulfill, no support and software upgrade will receive from the Company, until all the outstanding Software Maintenance & Upgrade Fee has been settled.
       

20. GENERAL

    • The heading of each clause is inserted for convenience only and shall not be taken into account when construing this Agreement.
    • In case any provision of this Agreement is ruled invalid or unenforceable, the remaining provisions shall continue to be in full force and effects as if the provision ruled invalid or unenforceable as a foresaid had never been included in this Agreement.
    • This Agreement shall be construed and enforced in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong.
    • Where the context permits or requires, words denoting the singular shall include the plural and the masculine gender shall include the feminine and neuter gender.
    • Where the Client consists of two persons or more, all the provisions contained herein are and shall be deemed to have been agreed to by such persons jointly and severally.