CUPA Terms and Conditions

Last Updated: September 11, 2017

Welcome to CoffeeAir Limited

By accessing the CUPA application or the website found at dartory.com whether through a mobile device, mobile application or computer (collectively, the "Service") you agree to be bound by these Terms of Use (this "Agreement"), whether or not you create a CUPA account. If you wish to create a CUPA account and make use of the Service, please read these Terms of Use.

These Terms govern your rights and obligations (whether as a guest or a registered user) regarding the access and/or use of CUPA' website, mobile application or any Internet service (including any associated software supplied by CUPA) (collectively referred to as "Platform") under CUPA's control or ownership. These Terms constitute a legally binding agreement between CoffeeAir Limited (including all its subsidiaries, related and/or associated companies) (these entities are collectively referred to as "CUPA", "we", "us" or "our"), the proprietor of all rights in and to the Platform and/or Service, and you, the user of the Platform and/or Service.

1. Definitions and Interpretation

1.1 In these terms and conditions, the following definitions and rules of interpretation apply unless otherwise defined or the context requires otherwise:

"App" shall mean CUPA, the software provided by CoffeeAir Limited, supplied by us and downloaded and installed by you on your mobile device through which you may obtain the Services.

"Brands" shall mean a company/brand who has signed up to our services, can purchase a marketing package.

"CUPA lists" shall mean a user who has signed up to our services, passed the basic requirements set forth by CUPA to prove his or her ability to provide services to CUPA’s clients and generate content for CUPA’s clients.

"Hong Kong" shall mean Hong Kong Special Administrative Region of the People's Republic of China.

1.2 Headings are for convenience only and do not affect interpretation. The singular includes the plural and the masculine shall include the feminine and neuter and vice versa.

1.3 A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

2. License of App

2.1 Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable licence to download and install one copy of the App on your mobile device and to run such copy of the App solely for your own personal use.

2.2 Your use of CUPA grants you no rights in relation to our intellectual property rights (including, without limitation, copyright, trade marks, logos, graphics, photographs, animations, videos and text or rights in and to the App and applications) or the intellectual property of our retail or advertising partners, other than the non-transferable, personal right to use and receive the Services in accordance with these Terms.

2.3 You must not

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the App in any way;
modify or make derivative works based upon the Services or App;
create Internet "links" to the Services or "frame" or "mirror" any App on any other server or wireless or Internet-based device;
reverse engineer or access the App in order to

design or build a competitive product or service,
design or build a product using similar ideas, features, functions or graphics of the Services or App, or
copy any ideas, features, functions or graphics of the Services or App, or

launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or App
remove any copyright, trademark or other proprietary notices from any portion of the Services
attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

3. Services

Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.

For Brands:

CUPA is for CUPAlists - -Micro-Influencers, storytellers, opinion formers and tastemakers - not celebrities. You may not recognize them but their followers do. It can be more powerful to have one hundred CUPAlists with a thousand followers, than one CUPAlist with a hundred-thousand followers - so be open.
CUPAlists invest a lot of time into creating post submissions for you. Responding to each one quickly will prevent CUPAlists from having a negative experience with your brand.
Resist the urge to micro-manage. Everything from bad grammar to shaky footage makes up a unique dialect a CUPAlist has crafted with their audience over thousands of posts. If you change the language, you’ll change the CUPAlists anticipated response.

For CUPAlist:

If you wouldn't recommend the brand for free - don't recommend it for money. CUPA is for discovers who love sharing cool stuff, and brands they are passionate about.
CUPA is a platform and different countries have different rules about disclosure so be safe and be transparent. Add #spon #ambassador #brandambassador, #ad or similar in your description tags so that your followers can identify a sponsored post.
Post must stay on the top of your feed for minimum 5 hours and on your platform for 21 days. CUPA will automatically check your post remains live and exactly as it was when approved by the Brand before paying you commissions.
We invite and approve CUPAlists who’ve organically grown their audience. If we find you’re misrepresenting the organic nature and size of your audience we will delete your account.
If you’re seen to be recommending competing brands in quick succession or over-populating your feed with sponsored posts, you’ll lose credibility with Brands and your followers. Stay cool, stay on brand and play nice.

4. Ethics

4.1 At CUPA we believe that consumers always come first with sponsored posts. Therefore both Brands and CUPAlists need to ensure that no campaign or post is false or misleading.

4.2 CUPA mandates that users comply with the Trade Descriptions Ordinance, Chapter 362, Laws of Hong Kong and all applicable laws and regulations, including but not limited to the Trade Descriptions Ordinance.

5. Term and Termination

This Agreement will remain in full force and effect while you use the Service and/or have a registered account with CUPA. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

6. Your Responsibility

6.1 You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. Most Content you submit, post, or display through the Service will be able to be viewed by other users and others that you may share it with. You should only provide Content that you are comfortable sharing with others under these Terms.

6.2 You may use the Services only if you can form a binding contract with CUPA and are not a person barred from receiving services under the laws of Hong Kong or other applicable jurisdiction. You agree that you are at least 16 years old. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

6.3 The Services that CUPA provides are always evolving and the form and nature of the Services that CUPA provides may change from time to time without prior notice to you. In addition, CUPA may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

7. Campaigns

7.1 Participating Brands create and launch campaign invites ("Campaigns") which are displayed in the CUPA mobile application. CUPAlists who have downloaded the CUPA mobile application have the opportunity to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network.

7.2 All Campaigns accepted by the CUPAlists must comply with the requirements set forth by the Brand (herein referred to as the "Requirements") in the Campaign. Each Campaign listing should contain a complete and final description of the requirements.

7.3 Unless the Campaign is for a Cause or Charity (in which case the CUPAlist can ‘donate’ a post) the CUPAlist’s create content in accordance with the Campaign requirements and CUPA will be providing the corresponding reward as depicted specifically at each Campaign.

8. Terms for CUPAlists

Any person over the age of 15 years may register for an Account, but in order to receive an invite, have submissions to Campaigns approved, and earn compensation via the CUPA Marketplace, CUPAlists must meet the following minimum standards:

At least 500 real followers on the CUPAlists’ Channels relevant to the channels required by the Brand; and
CUPAlist’s Channels may not contain content that is contrary to these Terms of Use.
If you do not meet the minimum standard in conditions set forth above, you may not be able to participate in Campaigns or access the full functionality of the Application.
To register an CUPAlist Account, CUPAlist must download the Application and sign in to the Application with their Facebook and/or Instagram accounts in the manner required.
By signing in with your Facebook and/or Instagram account, you are granting CUPA permission to publish Posts directly to your Channels in accordance with these Terms of Use.
Once a Post has been approved by a Brand, you are required to publish the Post to your relevant Channel through the CUPA platform in the manner required within 24 hours of the Post being approved (unless the date and time of the post has been specifically requested by the Brand in which case you must publish the post at that time or within a maximum of 15 mins either side of the specified time).
You will not have an opportunity to edit a submission after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts. CUPA merely provides a service allowing Brands to approve Posts before publication, but the publishing of Posts remains your responsibility.
Before receiving any Payments, you will be asked to provide financial details including your nominated bank account, Payoneer or PayPal account details.
After an approved Post is published, you will be entitled to be paid the Post Fee, subject to your compliance with these Terms of Use. If you do not comply, you will not be paid. CUPA will pay the Post Fee via your PayPal account (as supplied by you via the Application in the manner required) on behalf of the Brand within 30 days from the end date of the Campaign.
You acknowledge and agree that the relevant Brand, not CUPA, will be solely liable for Payment of the applicable Post Fee for the approved Post. CUPA merely facilitates such Payment on behalf of the Brand and, while CUPA may remit payment to the CUPAlist directly to the account details provided by CUPAlist, under no circumstances does CUPA accept liability for Payment of the Post Fee. You agree that you will not pursue any actions, legal or otherwise, against CUPA for any non-payment, and that this provision constitutes a bar to any such proceedings.
Posts must adhere to the requirements contained in these Terms of Use and any additional requirements imposed as part of a Campaign and advised to the CUPAlist at the time of submitting the Post for approval.
Posts which do not comply with this condition may be removed from CUPA at CUPA’s absolute discretion.
CUPAlists must clearly disclose in sponsored Posts their relationship with the Brand. CUPA requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between you and the Brand. This may be achieved through the use of hashtags such as #sponsored, #spon, #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels.
CUPA reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all CUPAlists in relation to particular Post or your Channels generally and to require greater levels of disclosure (at CUPA’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the CUPA Platform.
You warrant, in respect of each Post you upload to the Application, submit to a Brand for approval, or publish to a Channel via the CUPA Platform, that: you are aged over 15 years, you own the Intellectual Property Rights in the relevant Post and have the right to licence the Post to CUPA and the Brand in the manner set out in these Terms of Use; the relevant Post does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity; the relevant Post does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have; any and all opinions and views stated in the relevant Post are genuinely held by you; and any and all statements in the relevant Post regarding your use and experience of the Brand or the Brand’s products or services are true and correct and fairly represent that use and experience and you will promptly notify CUPA if your opinion of the Brand changes from that which you have expressed to date;
The relevant Post does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive; the relevant Post is original and does not contain materials that have been previously broadcast, streamed, published or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party; if you are a member of any guild, union or industrial organization, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest; if the relevant Post contains images or references to third parties or third party property, that the third party (or third party property owner) has been informed and agrees in writing that such images or references may be used by the Brand in accordance with these Terms of Use without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting the Brand; and the mere use of the Post and the exercise of the Intellectual Property Rights in the relevant Post by the Brand and CUPA will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.
You acknowledge and agree that the Brand and CUPA has the right at any time to moderate any Post after publication to a Channel and that you will immediately make any reasonable modification or amendment requested by CUPA or the relevant Brand to the Post, subject to compliance with these Terms of Use. You also acknowledge and agree that if you post an incorrect Post, the Brand or CUPA may request that you post the correct approved Post and that you will immediately comply with such a request.
You acknowledge and agree that the Brand and CUPA has the right at any time to request that you remove any approved Post from you Channels and that you will comply with such a request immediately upon receipt of notification, subject to Payment in full to you of the Post Fee in accordance with these Terms of Use.
CUPA and the relevant CUPAlist and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by CUPA and the relevant CUPAlist and Brand before publication.
All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the CUPAlist. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including CUPA or the Brand.
In consideration of Payment of the Post Fee, the CUPAlist agrees to grant in respect of each and every Post: to CUPA (and its agents) the right to edit and reformat the Post into such formats or versions for use by CUPA in such media as CUPA requires in accordance with this clause; to CUPA (and its agents): a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting CUPA (and its products and services) in any manner, without further notification to or consent of the CUPAlist or any further compensation payable to the CUPAlist; the right to use the CUPAlist’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of CUPA and internal communications of CUPA); in all social media (including but not limited to the social media channels of CUPA); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media); to the relevant Brand (and its agents): the right to share, comment upon and re-post the relevant Post in the social media channel upon which the Post was published, for a period of twenty-one (21) days expiring at 11:59pm on the twenty-one day after the Post was first published; and the right to use the CUPAlist’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the post has been shared.
As a CUPAlist, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorized by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Post. As an CUPAlist, you agree that you will not: for a period of five (5) hours after a Post is published, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post; remove the Post from your Channels for a period of 21 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published (temporary posts must remain in your Channels for a period of 24 hours); edit any approved Post after it has been published other than in accordance with these Terms of Use; parody, disparage or make fun of the Brand or its products of services generally in any way; create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services; and grant any further rights in a Post to a Brand without the written permission of CUPA and appropriate fees being negotiated on a reasonable basis. CUPA will charge a reasonable service fee for negotiating any use extensions between you and a Brand.
You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and CUPA and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and CUPA.
As a CUPAlist , you will at all times perform your obligations and provide Posts to CUPA and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither CUPA nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either CUPA or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by the Brand, CUPA or any their respective successors or licensees. You hereby release the Brand, CUPA and their respective agents, employees, successors and licensees, from any and all claims by you or under your authority arising out of or in connection with any portrayal, representation, impersonation or depiction of you under these Terms of Use.
You acknowledge that CUPA has not made any warranties in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the CUPA Platform. Any attempt to circumvent the CUPA Marketplace will result in the removal of you from the CUPA Platform in CUPA’s sole discretion.
You acknowledge that CUPA has the right to request for additional information from you, including but not limited to your legal full name, HKID, address etc, for the compliance of any legal, labor and taxation ordinance set forth by the Hong Kong government. It is your responsibility to provide such information upon request; and in the case that CUPA is not able to receive the appropriate information upon request, you acknowledge CUPA has fulfilled its fiduciary and legal duty and it is your sole-responsibility to fulfil any legal requirements set forth by the Hong Kong government.

9. Terms for Brands

To start a campaign, you must contact our Business Development staff and describe the details of the campaign.

CUPA may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend and the minimum spend will only apply to Campaigns launched after you have been notified in writing.
Brand agrees to grant in respect of all Content uploaded to the CUPA Platform as part of a Campaign: to CUPA (and its agents), a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content for the purpose of marketing and promoting CUPA (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and to the relevant CUPAlist, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to post, share, comment upon and re-post the relevant Content across their Channels as part of any approved Post in accordance with these Terms of Use.
You agree to pay CUPA all fees and charges made to your Brand Account for agreed Post Fees and use of the CUPA Platform, in accordance with these Terms of Use.
You must pay all charges as advised by CUPA in writing. Payment must be made by cheque or bank transfer to CUPA. CUPA reserves the right to charge an admin surcharge in case of any changes made to the Campaign brief. If a surcharge is applicable you will be notified in writing by email.
Brands and Media Agencies may request that CUPA issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign. CUPA reserves the right to refuse any Invoice request in its sole discretion.
Where no terms of payment are stated on an Invoice or otherwise agreed with CUPA in writing, the following standard payment terms apply: 30 days from end date of the campaign for approved Brands
Media Agencies using the CUPA Platform acknowledge and agree CUPA is a cost of good and is non-commissionable. No agency rebates will be given.
CUPA in its sole discretion reserves the right to reject Campaigns that do not comply with these Terms of Use.
You agree that you will not negotiate terms or payment to CUPAlists outside the CUPA Platform. Any attempt to circumvent the CUPA Platform may result in the removal of the Brand from the CUPA Platform in CUPA’s sole discretion.
You must not attempt to instruct, coerce or manipulate CUPAlist to hide the commercial relationship between you and the CUPAlist. Such attempts may result in Brand being immediately removed from the CUPA Platform.
You warrant that: you own the Intellectual Property Rights in Content you upload to the CUPA Platform and have the right to licence the Content to CUPA and CUPAlists in the manner set out in these Terms of Use; or you have the right to licence the Content to CUPA and CUPAlists in the manner set out in these Terms of Use; and you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have; and any Content you upload to the CUPA Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.
In the event a CUPAlist meets the requirements outlined in a Campaign and you approve the Post, you will not deny Payment to CUPA for the Post. CUPA will make payment of the Post Fee to the CUPAlist withinin 30 days after the end date of the campaign, and our system has confirmed that the post met the exact requirements specified when the post was purchased by the brand, unless the CUPAlist has otherwise breached these Terms of Use.
CUPA is not responsible for identifying any breach of these Terms of Use by an CUPAlist.
Brand agrees that CUPA is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by CUPAlists. Brand acknowledges and agrees that CUPA is not responsible or liable for the content of any Post.
Brand acknowledges that CUPAlists are independent third parties and not directly controlled by CUPA. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that CUPA has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
You acknowledge that CUPA has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.

10. Approvals Relating to Payment to the CUPAlist

Final approval and payment to the CUPAlist will occur if the post is active 10 days after the end date of the campaign and remains unaltered from the original approved submission. CUPA will automatically check for active posts and make payments to the CUPAlist on behalf of the Brand.

If CUPA fails to locate required the required elements, images, tags, location description, required destination links, time of post and disclosure, no payment will be made to the CUPAlist.

11. Privacy

Any information that you or other users provide to CUPA is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer, storage, processing and use by CUPA. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements, notifications and administrative messages. These communications are considered part of the Services and your account, which you may not be able to opt-out from receiving.

12. Log-in and Passwords

12.1 You agree that you shall take all steps necessary to protect your login details (username and password) for the Service and keep them secret. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree that you shall not give your login details to anyone else or allow anyone else to use your login details or account.

12.2 If you fail to keep your login details secret, or if you share your login details or account with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this (including any unauthorized purchases or sales) and agree to fully compensate us for any losses or harm that may result.

12.3 We will not be responsible to you for any loss that you suffer as a result of an unauthorized person accessing your account and using our Services and we accept no responsibility for any losses or harm resulting from its unauthorized use, whether fraudulently or otherwise.

13. Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not be able to monitor or control every piece of Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

We cannot and do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will CUPA be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof. CUPA will not be responsible or liable for any use of your Content in accordance with these Terms. You represent and warrant that you have all the intellectual and property rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

14. Your Rights

You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant CUPA a worldwide, non-exclusive, royalty-free license to use, process, transmit, and distribute such Content in association with the marketing and promotion of the CUPA Services. We will never license or sublicense your work without your express permission.

15. Your License To Use the Services

CUPA gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by CUPA as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by CUPA, in the manner permitted by these Terms.

16. Disclaimer and Exclusion of Liability

You acknowledge that:

16.1 - In accessing the Services, you have relied on your own skill and judgment in the use in determining its sufficiency for the use and results which you intend.

16.2 - No promise, representation or warranty has been made by CUPA in respect of the profitability, benefits or any other consequence in the use of the Site, or in respect of the suitability of the Site to the operations, business or needs of.

16.3 - The Services are provided "as is," and CUPA hereby expressly disclaims any and all warranties of any kind or nature, whether express, implied, or statutory. CUPA does not warrant or represent that the Site will be free from bugs or that the use of Site will be uninterrupted or error free, and CUPA does not make any other representations regarding the use, or the results of use, of the Site in terms of accuracy, reliability, or otherwise.

16.4 - CUPA shall not be liable for any loss of use or goodwill, interruption of business, loss or inaccuracy of business information or data, lost profits, cost of procurement of substitute services, or any indirect, special, incidental, exemplary, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages.

16.5 In no event shall CUPA, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees be liable to any User of the Site or any other person or entity for any direct, indirect, special, incidental, punitive, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, or loss of use) arising out of the use or inability to use the Site or any information or images contained thereon or stored or maintained by CUPA , whether based on warranty, contract, tort, or otherwise, even if CUPA has been advised of or should have known of the possibility of such damages or losses.

16.6 - In no event shall the total liability of CUPA, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, for all damages, losses, and causes of action resulting from User’s use of the Site, whether in contract, tort (including, but not limited to negligence) or otherwise, exceed the amount paid to CUPA for the applicable license. Without limiting the foregoing, in no event shall CUPA, its divisions, agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, have any liability for any damages or losses arising out of or otherwise incurred in connection with the loss of any image or data or information contained in a User Account or otherwise stored by or on behalf of CUPA.

16.7 - The rights and obligations of each of the parties under this paragraph (Disclaimer and Exclusion of Liability) will survive expiration or termination of these Terms of Use.

17. Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Hong Kong. Both you and us agree to submit to the exclusive jurisdiction of the courts of Hong Kong as regards any dispute or matter arising under these Terms.