Hi and welcome to Reap.
These Terms of Service (“Terms of Service”, “Agreement”) contains important information about your usage of our Services (defined herein) and forms a binding contract between you and Reap Technologies Limited, a company incorporated in Hong Kong under Company Registry number 2714427 (“Reap, “our Company”, “we”, “us”, “our”).
We may amend this Agreement at any time, for example to reflect changes to the Services or compliance with the law. The revised version will be effective at the time we post it on our Website, unless otherwise noted. Changes will not apply retroactively.
If you do not agree with the revised terms and conditions, you must stop using our Services, close your account and terminate your relationship with us by contacting us at [email protected]. Continued usage of our Services after any amendments will constitute acceptance of the updated Agreement.
We use the following basic terms throughout this Agreement, defined as below:
“Accepted Card Brands” means Visa® or MasterCard®.
“Account” means your credentials and data that is created by you in order to access and use our Services via the Website.
“Agreement” means this Terms of Service, including related schedules, policies and other documents referenced herein as may be amended from time to time.
“Customer” means the sender of funds and data associated to a Reap Collect Payment conducted via the Reap Collect Service to you.
“Dispute” means a dispute between you and your Customer regarding Reap Collect Payments.
“Fee” means the amount paid by you and/or your Customer to Reap for access to and use of the Services.
“Payments” means the delivery of funds and data via Services in exchange for rendered goods or services.
“Completed” or “Completion” in relation to a Payment means that funds have been paid out to the recipient bank account indicated by the User
“Payment Method” means a permitted payment method used to provide funds for Payments remitted via the Services, including but not limited to credit or debit cards.
“Processing” or “Processed” in relation to a Payment means that the Payment transaction is being reviewed by us or had been reviewed and approved by us.
“Submitted” or “Submission” in relation to a Payment means that the User has filled in all the required information and submitted a payment transaction request to Reap through our Website.
“Prohibited Payment” means a Payment type that is listed in our Prohibited Payment Types in this Agreement.
“RC Payment” a Payment created by the Reap Collect Service from Customer to User.
“Reap,” “we,” “us” or “our” means Reap Technologies Limited and its subsidiaries. “Recipient” means the receiver of funds and data associated to a Payment conducted via the Reap Pay Service by the User.
“Refund” means a reversal of transfer of funds for a Payment, to be returned to the Payment Method associated with the Payment.
“RP Payment” a Payment created by the Reap Pay Service from User to Recipient.
“Scheduled Payment” is a Payment for which the details have been provided to Reap via the Website, but the associated Payment Method has not yet been charged.
“User”, “you”, or “your” means you and any other person or entity using the Services.
“Website” means the website located at https://reap.global and https://reap.hk and all related webpages as well as any app or any other media in an electronic form.
Reap offers two Services to Users; Reap Pay and Reap Collect.
Reap Pay is a Service which enable you to make Payments to third-party Recipients, from a User’s Payment Method bearing any Accepted Card Brands (debit or credit card) to a bank account legally held by the Recipient.
Reap Collect is a Service which enables Users to request Payments from third-party Customers, from the Customer’s Payment Method bearing any Accepted Card Brands, to a bank account legally held by you.
The Services is offered severally, and not jointly. Which means, that at Reap’s discretion, you may be eligible for and/or have access to none, one, or both of the Services. Reap’s Service is to facilitate the above mentioned Payments between you and a Recipient or Customer. We are not and do not represent ourselves to be a bank, remittance agent, payment system, stored value facility or payment gateways as defined by the applicable laws in the jurisdictions where we are duly incorporated and operating. Reap does not currently issue credit or debit cards or extend credit.
For the provision of these Services to you, Reap will charge a Fee for each Payment at the time of Payment creation from the Payment Method used for such a Payment. The applicable Fee will be clearly disclosed to you in advance each time you initiate a Payment.
Reap provides our Services as an independent, third-party service that is not affiliated in any way with your Recipients or Customers. Your use of our Services does not in any way constitute a contractual relationship between Reap and your Recipients or Customers. Therefore, Reap assumes no responsibility and bears no liability for any consequences resulting from your interactions or contracts, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise between you and your Recipients or Customers.
To be able to use Reap Services, the User is required to register for an Account, by providing Reap, at a minimum, the following information:
· Your full name and/or business entity name;
· Your email address;
· Your phone number;
· Your identification document number;
· A secure password;
· Valid company registry number (if applicable);
· Business website;
· Business nature;
· Registered business address or principal place of business (if different);
· Authorized business representative name and identification document number;
· Bank account details of an account legally held by you (for Reap Collect Users) or of your Recipient (for Reap Pay Users).
You will ensure that all the information provided is true, accurate, current and complete; and must promptly update such information to ensure that it remains so at all times. You must not impersonate any other person, operate under an alias or otherwise conceal your identity.
You must protect your username and password and must not share your Reap account username and/or password with any other person. Consequently, you acknowledge, and agree with us, that you are solely responsible for any payment that is scheduled or made using your username and password, regardless of whether you claim that you did not authorize the payment, or provide your login information to any individual or otherwise claim that you did not schedule or make the payment. Having said that, you should immediately notify us if you believe your Reap login information has been lost or stolen or you believe there has been an unauthorized transaction or unauthorized access to your Account.
When you create a new business Account and each time you schedule any Payments thereafter, you represent and warrant to us that you are authorized to act on behalf of that business entity and that the business entity is duly organized and validly operating in Hong Kong.
When you create a new individual Account and each time you schedule any Payments thereafter, you represent and warrant to us that you are creating or using the account on your own behalf or authorized on behalf of your business or legal entity, are of legal age and under no legal disability or incapacity and have full power and authority to enter into, and take all necessary steps to enable you to lawfully enter into, this Agreement, and the transactions contemplated herein, and be responsible for the obligations described in this Agreement.
You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include requesting further information, requiring you to take steps to confirm or validate ownership of your email address and business, ordering a credit report and verifying your information against third-party databases or through any other sources. You represent and warrant the power and authority to provide this information to us and agree to cooperate and assist to enable us to perform such checks and to comply with applicable laws, regulations and requirements.
If we have reason to believe that you have used our Services in appropriately as further described in our Prohibited Payments list, we reserve the right, in our sole discretion, to close, suspend, or limit your access to your Account or the Services; hold, return, or reclaim Payments; decline to provide Services to you or related parties in the future; contact and update your bank, affected parties including other Users, Recipients or Customers, law enforcement, or relevant regulators about your actions, or take legal action against you in the jurisdiction in which we operate.
The Website may contain links to third party websites that are not owned, operated, or controlled by us. Reap does not approve or control any third party website or application and are not responsible or in any way liable for their content, privacy policies, or practices of such websites or the companies that own or operate them. If you use or reference websites or applications of any third party, you must comply with their terms and conditions. We cannot and will not censor or edit the content of any third-party site. By accessing our Website, you expressly relieve us from any and all liability arising out of or in connection with your use of any third-party website. You should also take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any third party websites, you do so at your own risk.
You are responsible for all, if any, applicable taxes arising from your use of our Services. It is your sole responsibility and liability to determine what, if any, taxes apply to the payments you make or receive, and to assess, collect, report and remit the correct taxes to the appropriate authority, including any relevant fines, penalties and liabilities associated thereof. We are not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes associated with your use of our Services.
You are responsible to know and understand the rewards programme associated with the Payment Method you choose to use in conjunction with making Payments with our Services. This includes understanding any promotion offered by your Payment Method issuer in connection with its rewards programme. We cannot and do not take any responsibility for the rewards offered by your Payment Method issuer falling short of, or otherwise being different from, your expectations. We make reasonable efforts to keep all such marketing material accurate and up to date. However, we have no obligation to confirm with a Payment Method issuer that the information they have provided to us is complete, correct and up to date and that we have understood it correctly and completely. In addition, we have no obligation to find out about, or inform you about, any changes subsequently made by Payment Method issuer to any programme that we include in our promotional material updates. By using our Services, you agree that we assume no responsibility or liability arising from any misrepresentations, errors or omissions in the rewards programme information we provide to you and/or any liability arising from any changes made to a rewards programme by a Payment Method issuer.
RP Payments to Recipients can be submitted for immediate or future processing via the Reap Pay Service. We will require you to provide certain information to us in order to understand the transaction and process the request. The required information from you will be indicated to you on our Website. For each RP Payment you submit, you represent and warrant to Reap that the information you provided is accurate, sufficient, and valid, and you instruct and authorize Reap to process and complete the payment immediately. Consequently, you acknowledge and agree that you are solely responsible for:
· amending and/or cancelling any RP payments that you have setup but for which any details have since changed;
· selecting another Payment Method if the expiry date of the initial Payment Method is after the day on which we will be processing the charge; and
· ensuring that, as at both the date of submission and the expected payment date, the Recipient information, Recipient bank account details and payment amount is correct.
If Reap has processed or completed your RP Payment according to your instructions, you agree that the payment details must be considered correctly provided even if you made a mistake.
If you provided incorrect information, we may, in good faith, use reasonable efforts to recover the funds for you and may charge you a reasonable additional fee, which you agree to pay. However, in the event that we are unable to retrieve the incorrectly sent funds, you agree that Reap will not be liable to reimburse any amount or to reverse any transaction that has been completed as a result of your error or negligence.
RP Payments submitted for immediate processing will have the associated Payment Method charged immediately for the RP Payment amount plus any Fee charged by Reap for processing this RP Payment. RP Payments submitted for immediate processing will require successful Payment Method authorization at the time of submission. If this charge fails to authorize, Reap will be unable to continue to process your RP Payment, and will notify you via the dashboard.
RP Payments may be submitted for future or recurring processing (“Scheduled Payment”), but must be assigned to a Payment Method at time of submission which remains valid through the date which the RP Payment is scheduled to be completed and the Payment Method charged. Prior to each Scheduled Payment’s completion date, a Scheduled Payment may be cancelled or edited via the Website. Editing a Scheduled Payment may result in alterations not specifically requested including but not limited to recalculation of associated Fees, qualification for current promotion, or disqualification of expired promotions. By editing a Scheduled Payment’s details after submission, you agree to pay all recalculated Fees and agree that Reap can, in its sole discretion, determine whether you qualify for any current or expired promotions.
By submitting your RP Payment for processing by the Service, you agree that the goods or services provided by your Recipient in exchange for the RP Payment have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided by your Recipient, including those Services rendered by Reap in exchange for your payment of Fees. You accept and agree that no refunds or chargebacks on our Fees are permitted.
At any time after the submission of an RP Payment, your RP Payment may be subject to review and additional data requests, which serves to better understand the nature of and reason for your RP Payment. During this review process and for any reason, Reap may place a temporary hold on the delivery of your RP Payment, and may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your relationship with the Recipient.
Requests for review and additional data may be initiated via email or phone call using the contact details you provided for your account. You acknowledge that our ability to efficiently and effectively conduct a review for Payments is reliant upon your cooperation and that we are entitled to hold the funds and not make any Payments until you pass our review. You further agree not to pursue any complaint, suit, remedy, action or claim against Reap in the event that there are any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
In certain situations following a RP Payment submission, you may request are fund by contacting us at [email protected] We will review the request and process the requested refund if, in our sole discretion, we deem the refund possible, reasonable and legal.
At its sole discretion, Reap also reserves the right to cancel and refund any RP Payment without your prior consent. In such cases and as permitted by applicable law, your funds will be returned to you via the original Payment Method, or if necessary via other means. You acknowledge and agree that Reap is not liable for any liabilities you may incur, including but not limited to late fees, penalties, or interest due to RP Payments that are held, denied, or reversed.
Once your Payment Method is charged, and all other reviews have been completed, it will take up to 3 business days for the funds to be dispatched to your Recipient’s bank. However, the funds transferred to your Recipient may fail to be recognized by your Recipient because of a number of reasons including but not limited to invalid beneficiary account number, incorrect bank name, improper documentation, additional processing time from your Recipient’s bank etc. You agree not to hold Reap responsible for any delay due to reasons outside of Reap’s control. Your liability to the intended Recipient may be subject to penalties, late fees and interest charges assessed by such recipient, all of which remain your responsibility.
Where the Recipient bank account is not located in the jurisdiction where our Services are available and the funds for RP Payment are delivered in a different country from which they originate (“Cross-border RP Payments”), Reap uses the services of a licensed remittance partner in order to complete the remittance and exchange of currencies. Cross-border RP Payments may be subject to higher fees, further reviews, and longer delivery timelines. At the time ofthe RP Payment submission, we will inform you of the estimated completion time of your payment and all applicable fees including the indicative exchange rate. We will use reasonable efforts to ensure that the funds arrive in the Recipient’s account within the timeline notified to you at the time the Cross-border RP Payment is submitted. You acknowledge that we do not have any control over the time it may take for the Recipient’s bank or payment provider to credit and make available funds to the Recipient and agree that Reap is not responsible for any delays or failed payments in connection with Cross-border RP Payments.
Exchangerate may be subject to fluctuations between when the Cross-border RP Payment is submitted and when the Payment Method is charged. You acknowledge and accept that credits to and debits from the Payment Method in association with Cross-border RP Payments may be executed in unexpected and varying amounts as converted to and from a Recipient’s local currency. Additionally, Payment refunds associated with Cross-border RP Payments will be subject to exchange rates then in place, which may differ from the exchange rate observed or indicated to you when you submit a Cross-border RP Payment. You agree that Reap is not liable for any consequences arising from exchange rate fluctuations.
RC Payments can be requested from Customers by creating the request via the Reap Collect Service. We will require you to provide certain information to us in order to understand the transaction and process the request. The required information from you will be indicated clearly to you on our Website. For each RC Payment you submit, you represent and warrant to Reap that the information you provided is accurate, sufficient, valid, and you instruct and authorize Reap to process and complete the payment immediately on your behalf. Consequently, you acknowledge and agree that you are solely responsible for:
· amending and/or cancelling any RC Payments thatyou have setup but for which any details have since changed; and
· ensuring the Customer information is correct, includingcontact details and the correct amount of the RC Payment.
If Reap has delivered the RC Payment request to Customers according to your instructions, and the Customer completes the RC Payment, you agree that the Payment will be considered correctly completed even if you made a mistake.
We will attempt to deliver RC Payments requests to the specified Customer according to your instructions, including via email, SMS message and/or Whatsapp. We will to our best efforts ensure the accuracy of the delivery to the intended Customer based on the accuracy of the instruction provided. The successful delivery of the request may be influenced by a number of factors not directly in Reap’s control, including errors in Customer detail, service outage of delivery methods and Customer and you agree that Reap is not responsible or liable for any factors outside of our control.
Upon successful delivery of a RC Payment request to a Customer, it is the responsibility of the Customer to effect payment completion by entering and confirming their Payment Method details. Reap will not enforce or remind the customer to complete payment. The Customer may fail to effect payment completion for a number of reasons, including but not limited to:
· Lack of a suitable Payment Method;
· Insufficient balance from Payment Method; or
· Transaction denied by Payment Method issuer
You agree that any contractual liability to complete the payment in a timely manner is not borne by us.
At any time after you submit an RC Payment request, your RC Payment may be subject to review and additional data requests by us, which serves to better understand the nature of and reason for your RC Payment. During this review process and for any reason, Reap may place a temporary hold on the delivery of your RC Payment to your bank account, and may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your relationship with the Customer.
Requests for review and additional data may be initiated via email or phone call using the contact details you provided for your account. You acknowledge that our ability to efficiently and effectively complete review for Payments is reliant upon your cooperation and that we are entitled to hold the funds and not make any Payments until you complete our review. You further agree not to pursue any complaint, suit, remedy, action or claim against Reap in the event that there are any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
Reap is not responsible for the products or services you publicize, make available or sell to your Customers using our Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
By using our Services, you represent and warrant to us that your Customer complies with all the eligibility requirements as if the Customer was an RP Payment User, including but not limited to having legal capacity and authorization to make the payment for a legal purpose not on our Prohibited Payments list.
If you have any doubts or suspicions concerning whether a RC Payment is legal or valid, you agree to inform us immediately. In any event, you are solely responsible for any losses you or any third parties incur due to errors or fraud in connection the use of our Services by you or your Customer.
RC Payments completed by your Customers may be subject to a Dispute, which refers to an instruction initiated by a Customer for the return of funds, delivered to the Payment Method issuer. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence or additional information to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. When a Dispute is unsuccessfully contested, the RC Payment amount disputed is immediately due to us, regardless of the reason or timing. We will take actions such as claiming the amount from balance due to you for other RC Payments or initiate other actions for collection from you.
Refund means an instruction initiated by you to return funds to a Customer’s Payment Method for a completed RC Payment. Subject to the Refund amount having not been paid out to your bank account, or sufficient balance from other RC Payments that have not been paid to your bank account, we will, where possible and in good faith, attempt to deduct the amount and initiate a Refund. You agree that we may, in our sole discretion, decline or delay to act upon a Refund instruction if it would cause the balance of RC Payments due to you to become negative, where we believe that there is a risk that you will not meet other liabilities owed to Reap under this Agreement, or for any other reason.
Once the Customer’s Payment Method is charged, and all other reviews by us have been completed, the RC Payment amount less any Fees will be scheduled for payout to your bank account. The timing of this pay out may vary due to a number of factors including but not limited to invalid bank account number, incorrect bank name, additional processing time from your bank etc. You agree not to hold Reap responsible for any delay due to reasons outside of Reap’s control.
Where the Customer’s Payment Method is not issued from a Payment Method issuer from the jurisdiction where you are collecting the funds for RC Payment and/or the Customer’s Payment Method is not denominated in the currency you have requested to collect (“Cross-border RC Payment”), Reap will request such payment from the Customer’s Payment Method in the currency matching to your bank account. You agree and acknowledge that these payments may be subject to higher fees, further reviews, and longer delivery timelines, which we will endeavour to keep you informed of throughout the payment process.
At the time of the RC Payment submission, we will inform the Customer the currency in which the Payment Method will be processed. The corresponding charge billed to the Customer’s Payment Method will be subject to an exchange rate dictated by the Payment Method issuer. We are not responsible for knowing or informing the prevailing rate used, along with any other fees that may be charged by the Payment Method issuer for such an exchange.
We may, at our sole discretion, impose limits on the amount and frequency you can send through our Reap Collect Service. We may also hold funds owed to us for Fees uncollected from your Account.
From time to time, Reap may offer Promotions which affect aspects of payment scheduling and submission which may include, but are not limited, to the following:
· Reduced Fee structure or calculation;
· Expedited Payment delivery timelines;
· Altered Payment Method processing procedures,arrangements, or partnerships; and
· Credits allocated to account for reduction of Feeson future Payments.
Timeframes and terms of Promotions are subject to change at any time, and apply only at the time of Payment submission. Any Promotions applied based on future usage of Services (e.g., a reduced rate for scheduling future payments) may be rescinded in the event that the User does not adhere to the terms of said future User engagement.
Reap also offers its Users a referral program to encourage sharing of the Services with their contacts. For each User who registers with Reap via the program and completes the terms of the referral program (each a “Referred User”), the referrer will earn credits that may be applied towards future Payments to reduce Fees. These credits will only be allocated if the Referred Users are individuals or businesses whose identity has never before been associated to an existing User Account. Reap reserves the right to withhold or reverse referrals,or to take further action including but not limited to closing your Account ifit suspects improper usage of the referral program.
User will not conduct businessin, and use the Services for Payments related the following activities:
· Payments to yourself or an entity in which you have control;
· Payments on behalf of another party;
· Payments not in direct exchange for a rendered good or service;
· Payments to escrow accounts where a contract cannot be provided;
· Payments for goods or services whose delivery or completion has not yet been confirmed;
· Short term rental and/or vacation payments;
· Donations to an organization not classified as a registered charity;
· Testing or probing our Payment Methods;
· For gambling and related activity;
· For unsupported debt types – such as credit card balances or uncollateralized personal loans;
· For certain investment accounts or to fund unsupported investments;
· For drug paraphernalia, synthetic drugs and/or controlled substances and related goods or services;
· For tobacco including vapor, inhalants, e-cigarettes, and e-liquid;
· For online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
· For gold, diamonds, precious metals (excluding jewelry);
· For pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
· For weapons, jammers, munitions, gunpowder, fireworks, and other explosives;
· For counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money making schemes;
· For resale of social media activity (excluding advertising or sponsorship);
· For travel tickets;
· For foreign exchanges;
· For malware, spyware, phone unlocking services;
· For toxic, flammable, and radioactive materials;
· For other goods and services subject to relevant government regulation; or
· For any business that we believe poses elevated financial risk.
You may voluntarily close your account by requesting at any time via email to [email protected]global.
If at any time we believe that it is in our legitimate interest to do so, wemay, in our sole discretion and without prior notice to you and free from any liability, terminate your use of our Services and close your Reap Account. Legitimate reasons may include but are not limited to:
· Where you are in breach this Agreement;
· Where we have reasonable belief that you have conducted activities or businesses specified in our Prohibited Payments list of this Agreement; or
· Where for any reason we consider it poses significant risk to continue providing Services to you.
You will remain liable for all obligations related to your Account even after your Account is closed, including any Fees or charges already owed to us. You may not close your Account to evade an investigation or review of a Payment rendered by our Services.
Any Payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a Payment review. All Scheduled Payments whose target arrival date have not yet passed at the time of Account closure will be considered cancelled.
Reap may retain data associated with your usage of our Services in accordance with applicable legal, regulatory and compliance obligations.
You agree to fully defend, indemnify and hold us, our shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders, partners and employees (each an ‘Indemnified Party’) harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, demands, damages, settlements, penalties, fines, costs and expenses (including losses attributable to any chargeback of a payment transaction, economic loss, accounting fees and court and legal costs assessed on a solicitor-client basis and other dispute resolution expenses) suffered or incurred by any Indemnified Party arising whether directly or indirectly from:
· your negligent act or omission, wilful default, misconduct or fraud;
· incorrect or misleading information orinstructions received from you;
· unauthorised use of our Website and Services;
· failure on your part of comply with any reasonable instructions issued by us from time to time;
· your unauthorised use or disclosure of the confidential information and/or personal data of any party;
· your infringement of the intellectual property rights of any third party;
· any use of the Services by you or referable to your username and password; and/or
· any claim by a third party against any Indemnified Party in respect of any of the above.
In no event shall we, our subsidiary companies, suppliers and our respective officers, directors, employees or agents be liable to you or any third party for any direct, indirect, incidental, special, consequential or exemplary damages, whether foreseeable or not, under contract or tort, including damages for loss of profits, business, revenue, use, data, money, goodwill, reputation or other economic advantage, personal injury or property damage, even if we are aware of or advised of the possibility of the same, arising out of or in connection with our Website or the Services (including your use and access thereof) or these Terms of Service (however arising, including negligence), unless and to the extent prohibited by law.
Our Website at https://www.reap.global and the Reap Service are provided to you ‘as-is’, ‘as-available’ and without any representation or warranty of any kind, whether express, implied or statutory (including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, non-infringement or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, all of which are expressly disclaimed. We do not guarantee continuous, uninterrupted, secure, error-free or virus-free access to any part of the Reap Service, and the operation of our Website at https://www.reap.global maybe interfered with by numerous factors outside of our control. We make no representations or warranties regarding the amount of time needed to complete the processing of any payment or deliver of payments to the payee. By using the Reap Service, you acknowledge and agree that internet transmissions are never completely private or secure and that itis possible that the data on the Reap service can be mistakenly released, lost, hacked or accessed by unauthorised users. You understand that any content or information you upload or send using the Reap service or make available to us through the Reap service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
The failure of either party to exercise in any respect any right provided in this Agreement will not be deemed a waiver of such rights.
This Agreement, and any rights and licences granted hereunder, are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned by us without restriction. Any attempted transfer or assignment is violation hereof and shall be null and void.
We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of our Service (or any part thereof), the processing and completion of any Payments, or in the operation ofthe Service or Website, or any unavailability of the Service, that is due, inwhole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including, but not limited to:
· acts of God civil or military authority, national emergencies, war or terrorism;
· fire, flood, public health crisis, catastrophe, insurrection, war, riot, strike, riot, protest, civil commotions;
· failure, breakdown, malfunction, interruption or shortage of supply in publicor private power supplies, public utilities, telecommunication networks, communications channels or information systems used in the provision of Services;
· acts or omissions of the provider of telephone data communication lines, or any third-party service provider or party for whom we are not responsible;
· delay, failure or interruption in, or unavailability of, third party services, sites and systems; and
· viruses, other malicious computer codes or the hacking by any party of the Service or any third-party sites, services or systems.
This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong SAR China, as such laws are applied to agreements entered into and to be performed entirely within Hong Kong SAR China, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against Reap must be resolved by a court located in Hong Kong SAR China. You agree to irrevocably submit to thenon-exclusive jurisdiction of the courts located within Hong Kong SAR China forthe purpose of any suit, action or other proceeding arising out of this Agreement or your use of our Website or our Services.
To the extent required by law, any cause of action or claim you may have with respect to our company must be commenced within one (1) year after the claim or cause of action arises. In the event that we are liable for damages despite the provisions in these Terms of Service, you agree that any and all causes of action shall not exceed the Fees paid by you to us for that specific Services transaction that gave rise to such a claim.
“reap.global”, “reap.hk” and all related logos, marks, symbols, words on the Website and the entire contents of the Website are either unregistered trademarks or registered trademarks that belong to Reap or its related entities. In addition, all content and materials on the Website, Website page headers, custom graphics, button icons, and scripts are Reap’s copyrighted materials, service marks, trademarks or trade dress that belong Reap or its related entities. By accessing our Website, you agree, represent and warrant to us that you will not copy, imitate or use any of the foregoing without Reap’s prior written consent. If copying, redistribution or publication of copyrighted material is authorized by law, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You further agree not to co-brand, frame, link or resell any portion of the services we provide you with.
Aperson or entity who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.