PCCW Media Limited

By registering a ypShop account and using any ypShop service, you agree to be bound by the following ypShop Service General Terms and Conditions below (these “Terms and Conditions”). You also understand that Now TV Limited ("PCM") is the supplier of the ypShop service and agree to be bound by the Terms and Conditions for Catalogue and/or Electronic Advertising (available for viewing at ). Please read them carefully as they deal with issues such as your obligations to Now TV Limited and its obligations to you.

1. Definitions and Interpretation
Unless the context requires otherwise, the following terms shall have the following meanings:
“Agreement” means your Order Form, Terms and Conditions for Catalogue and/or Electronic Advertising Services on the back of the Order Form and these Terms and Conditions;
“Applicable Law” means any and all:
(i) legislation (including statutes, statutory instruments, treaties, regulations, orders, directives, by-laws, and decrees) and common law; and
(ii) judgments, resolutions, decisions, orders, notices or demands of a competent court, tribunal, regulatory body or governmental authority in each case having the force of binding law or by which either Party is bound;
in each case in any jurisdiction relevant to the Parties in the context of this Agreement;
“Charges” means all relevant charges and fees, including those specified in the Order Form and early termination charges (if any) payable by you under this Agreement;
“Confidential Information” means all information, oral or written, which is expressly stated to be confidential or which is by its nature implicitly confidential and which is provided by one Party to the other Party pursuant to this Agreement. The provisions of this Agreement are the confidential information of the Parties;
“Customer Account” means the user account created on the ecommerce website by you or PCM on your behalf (as the case may be) for you to access and use the ypShop Service;
“Network” means all equipment, facilities, systems, infrastructure and networks managed and/or operated by PCM, its affiliates, agents and sub-contractors for providing the ypShop Service;
“Order Form” means the duly completed “Advertising Contract” order form submitted by you to, and accepted by, PCM for the subscription to and/or use of the ypShop Service;
“Party” means either PCM or you and the term “Parties” means both you and PCM collectively;
“PCM” means Now TV;
“PDPO” means the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong);
“Personal Data” means all personal data (which has the meaning given to that term in the PDPO) provided or acquired from you and your Users arising from your and their use of the ypShop Service under this Agreement;
“Software” means the software and internet interface applet (if any) provided to you to access, or in connection with, the ypShop Service;
“Term” means the minimum contract period as set out in in the Order Form (and any extension as agreed between the Parties);
“Users” means your employees and/or persons authorized by you to use the ypShop Service;
“User Data” means the data (including without limitation Personal Data) provided by or acquired from your Users;
“You” means the advertiser specified in the Order Form who has agreed to subscribe to the ypShop Service; and “your” shall have a corresponding meaning; and
“ypShop Service” means the multi platform ecommerce website(s) developed and hosted by PCM for you under this Agreement, modules for sellers to display and sell items across multi channels, social network marketing and lead capture, customer relationship management functionality (CRM), business dashboard and all new or additional services launch from time to time provided by PCM to you under this Agreement.

2. Provision of ypShop Service
2.1 PCM shall provide the ypShop Service to you and your Users in accordance with this Agreement.
2.2 PCM shall be entitled to suspend the provision and use of the ypShop Service with or without prior notice for upgrade, enhancement, alteration, modification, repair and/or maintenance of the Network, ypShop Service and/or Software.
2.3 PCM shall provide to you, the ypShop Service from a data center selected by PCM.

3. Licence
PCM hereby grants to you a limited non-exclusive and non-transferable licence for you to use the ypShop Service in accordance with the terms and conditions of this Agreement for the Term. You shall not yourself or permit another third party to (and shall ensure all Users shall not) alter, modify, adapt or translate, decompile, disassemble or reverse engineer the ypShop Service or any part thereof nor attempt to do any such thing.

4. Your Obligations and Responsibilities
4.1 You shall not transmit, upload, submit and/or disseminate; and shall ensure that your Users do not transmit, upload, submit and/or disseminate any content and/or materials which are unsolicited (whether they are for advertising or promotional purpose or otherwise), obscene, misleading, immoral, indecent, deceptive, fraudulent, defamatory, discriminatory, intimidating, provocative, unlawful, in breach of confidence, liable to incite racial hatred, seditious, offensive, threatening, discriminatory, invasive of personal privacy, menacing or an infringement of any intellectual property right or proprietary right. You shall not use the ypShop Service in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct.
4.2 You shall not send and shall ensure that your Users do not deliver any promotional content to any party unless with the intended recipient’s express prior written consent.
4.3 The ypShop Service is intended to be used solely by you and/or your Users only strictly in accordance with this Agreement. You shall not, unless with the written consent of PCM, sell, resell, distribute, redistribute, license, exploit or share the use of the ypShop Service in any way whether or not for monetary reward to any party except as expressly permitted in accordance with this Agreement. The use, resale or exploitation of the ypShop Service and the Software, except as expressly permitted in this Agreement, is prohibited.
4.4 You shall:
(a) be strictly and solely responsible for your and your Users’ use of the ypShop Service and/or the Customer Account and agree that any use of the ypShop Service and/or the Customer Account by any User will be treated by PCM as use by you;
(b) ensure that each of the Users comply with the terms of the Agreement;
(c) not sub-license or sub-contract all or any of your rights and obligations under this Agreement;
(d) abide by the laws of Hong Kong (including without limitation the PDPO, the Unsolicited Electronic Messages Ordinance and Race Discrimination Ordinance), the terms of this Agreement and any third party terms and conditions referred to herein, any Applicable Law or requirements and any operating rules of PCM, as amended from time to time, when using the ypShop Service and Software;
(e) provide documentary proof of authorization issued by the authorizing party (in the form required by PCM) if you intend to use such party’s trademark, company name, logo and/or other intellectual property right in connection with the ypShop Service;
(f) provide true, accurate, current and complete information as required for the registration for the Customer Account and use of the ypShop Service;
(g) maintain and promptly update the Customer Account information and keep it accurate, current and complete;
(h) immediately report any violation of this Agreement to PCM;
(i) safeguard your username and password for the Customer Account and ensure that they are not disclosed or provided to any unauthorized person and ensure that all Users safeguard the username and password for the Customer Account and ensure that they are not disclosed or provided to any other person;
(j) in relation to any services and/or materials which you or the Users provide to PCM in connection with the ypShop Service, be deemed to have granted to PCM, its affiliates, agents and/or sub-contractors, an irrevocable license to copy, distribute, publish and transmit such services and/or materials as is necessary for PCM to perform its obligations under this Agreement;
(k) not “frame” or “mirror” the ypShop Service;
(l) not upload to the ypShop Service or otherwise use it to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of the Network, any hardware, software and/or telecommunications equipment; and/or any other actually or potentially harmful, disruptive, or invasive code, software or component;
(m) not take any action that imposes an unreasonable or disproportionately large load on the Network and/or infrastructure of the ypShop Service, PCM’s affiliates’, agents’ and/or sub-contractors’ systems and/or networks connected to the ypShop Service, or otherwise interfere with or disrupt the operation of the ypShop Service, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks and/or exceeds the design limitations of any such infrastructure, networks and/or systems;
(n) not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the ypShop Service (or any part thereof) and/or the Software except those automated means for which PCM has given prior written approval;
(o) not act in a manner which might be perceived as damaging to, or which may bring into disrepute or harm, PCM’s, its affiliates’, agents’ and/or sub-contractors’ reputations and goodwill; and
4.5 You shall not use or access the ypShop Service to:
(a) build a competitive product or service;
(b) make a product using similar ideas, features, functions or graphics of the ypShop Service;
(c) make derivative works based upon the ypShop Service; and/or
(d) copy any features, functions or graphics of the ypShop Service.
4.6 You acknowledge that it is not PCM’s policy to exercise any editorial control over or to edit or amend any content before it is delivered or uploaded to the ypShop Service. Notwithstanding the foregoing, PCM shall have the right to edit or delete any of your content at any time and in such manner as PCM deems fit. In particular, PCM may at its sole discretion, remove or refuse to upload to the ypShop Service, any data, information or material which PCM considers in its sole opinion to be illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of privacy or otherwise unacceptable or inappropriate, and/or where you have breached any of these Terms and Conditions.
4.7 Where you are providing content for upload to the ypShop Service, you agree that any failure to provide such content in a timely manner as requested by us in an appropriate format will delay the development and delivery of the ypShop Service.

5. Suspension and Termination
5.1 PCM may:
(a) deactivate the ypShop Service, with or without notice to you, to carry out system maintenance, upgrading, testing and/or repairs;
(b) limit or suspend your access to and PCM’s provision of, the ypShop Service with or without notice to you where PCM is of the opinion that such action is appropriate as a result of your use of the ypShop Service or where you and/or your Users have breached any term of this Agreement;
(c) take any steps or omit to take any steps, with or without notice to you, for any reason PCM deems relevant to the management or the operation of the ypShop Service and PCM’s business, that may expand, reduce, modify, suspend, limit, make inaccessible or adversely affect the ypShop Service, Network and/or Software; and
(d) upon discovery of suspected or inchoate, fraudulent, deceptive, unlawful or improper use of the ypShop Service by any person or entity, suspend or terminate your access to and/or PCM’s provision of, the ypShop Service.
5.2 PCM may limit, suspend, end or restrict your access to the ypShop Service or terminate this Agreement, with or without giving you any notice if:
(a) you breach any of these Terms and Conditions;
(b) PCM discontinues the ypShop Service;
(c) it is required by any regulatory authority to cease the provision of the ypShop Service;
(d) it gives you not less than fourteen (14) days prior written notice; or
(e) you become bankrupt or insolvent or appear likely to be.
5.3 Upon termination of your access to the ypShop Service including uploaded data and content, all licences, rights and privileges granted to you under this Agreement shall cease and under no circumstances will you be entitled to a refund of any Charges, interest on any security deposit, Prepayment or any pro rata refund or credit of any Charges paid in advance. Without prejudice to the foregoing, you shall pay all accrued and outstanding Charges and early termination charges equivalent to the total Charges payable by you for the period from the date of termination up to the expiry of the Term. Any such termination shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision contained in these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.

6. Payment
6.1 PCM’s provision of ypShop Service to you is conditional upon your timely payment of all Charges in accordance with the payment terms under this Clause 6. PCM reserves the right to suspend and/or terminate your access to the ypShop Service without notice if any payments due to PCM are not made in accordance with this Agreement.
6.2 In respect of all Order Forms submitted by you and accepted by PCM, you shall prepay an amount specified by PCM (“Prepayment”) before you may use the ypShop Service. The Charges payable for the use of the ypShop Service will be deducted from the Prepayment. If you fail to make such Prepayment or top up such Prepayment within fourteen (14) days of PCM’s request, PCM shall be entitled to withhold, suspend, discontinue and/or terminate the provision of the ypShop Service until you have made such Prepayment or top up. All Prepayments are non-refundable and non-transferable.
6.3 If you have agreed to pay PCM a minimum committed amount for a particular period under your subscription to the ypShop Service as specified under the Order Form and in the event that the total Charges incurred by you during such period is less than the minimum committed amount, you shall pay the difference between the actual accrued Charges and such minimum committed amount; and PCM shall be entitled to deduct any amount from the Prepayment to settle such difference (or any part thereof).
6.4 You shall pay a deposit and/or setup fee, the amounts of which are specified in the Order Form, and such additional deposits if so requested by PCM, to secure the due performance and observance of your obligations hereunder. PCM shall be entitled to, in addition to its other rights and remedies hereunder, deduct from the deposit any outstanding sum that is due by you to PCM. The deposit and setup fee is non-refundable and non-transferable. You acknowledge that payment of the deposit by you is not risk free and that such deposits may not be returned to you in the event of PCM’s liquidation. In such event, any return of the deposit shall be governed by the law of insolvency applicable in Hong Kong.
6.5 PCM shall invoice you for the Charges on a quarterly basis. You shall pay the Charges within thirty (30) days of the date of the relevant invoice. If you do not dispute any invoice within ten (10) days upon receipt thereof, the invoice and report shall be deemed accepted and shall become conclusive evidence of amounts due by you to PCM. In the event of dispute by you, you shall set out in writing your grounds for disputing the invoice and provide evidence in support of such grounds of dispute to PCM. There shall be no set-off, deduction or withholding by you. PCM reserves the right to at any time with or without notice to you, combine or consolidate all or any of your accounts so as to set-off, transfer or apply any sum or sums standing to the credit of PCM in or towards satisfaction of any of your outstanding sums owed to PCM whether or not such accounts have been terminated or suspended.
6.6 No credit or refund is available in respect of any time when the ypShop Service and/or the Network is ‘down’ or suspended or otherwise not available for access.
6.7 In the event of any billing and/or system error resulting in you being undercharged for your use of the ypShop Service, you shall pay all Charges that should have been charged, to PCM within thirty (30) days of the date of the relevant invoice from PCM.
6.8 You shall pay all applicable goods and services tax, value added tax, sales tax, business tax or any other similar taxes, duties or charges on all Charges and/or any fees under this Agreement in accordance with the Applicable Law and/or regulations of Hong Kong and/or any other jurisdictions.

7. Indemnity
7.1 You shall fully and effectively indemnify PCM, its affiliates, agents, sub-contractors and third party providers (collectively, the “Indemnified Parties”) from and against any action, liability, cost, claim, loss, damage, proceeding, and/or expense (including but not limited to, all reasonable costs and legal expenses) suffered or incurred by the Indemnified Parties arising from or which is related to:
(a) your use and/or any Users’ use of the ypShop Service and/or Software;
(b) any infringement of, or claim that you and/or any Users have infringed, the intellectual property rights and/or other rights of a third party;
(c) any breach or non-observance by you and/or Users of any term of this Agreement or other terms and conditions (if any) applicable to the Software; and
(d) any failure to comply with any Applicable Law, rule and regulation.

8. General Warranties and Liability
8.1 The ypShop Service and Software are provided to you on an “AS-IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, PCM, its affiliates, agents, sub-contractors and third party providers disclaim any representation or warranty whether express or implied as to the title, fitness for a particular purpose, merchantability, accuracy or standard of quality of the ypShop Service and the Software, that the ypShop Service will be uninterrupted, continuous or error free, any obligation to maintain the confidentiality of information (although PCM’s current practice is to maintain such confidentiality) and the results to be obtained from use of any part of the ypShop Service and/or Software. PCM disclaims any representation or warranty that the ypShop Service App, and/or Software will meet your requirements; and/or your access to and use of the ypShop Service and Software will be uninterrupted or error-free, free of viruses, malicious code or other harmful components or otherwise secure.
8.2 Except to such extent permissible by law, PCM will not pay you more than HK$1000 in compensation (even if it has been negligent) for all its liabilities under this Agreement.
8.3 To the fullest extent permitted by law, you agree that PCM, its directors, officers, employees, affiliates, third party providers, contractors, sub-contractors, licensors and agents shall in no event, be liable for:
(a) any direct, indirect, incidental, punitive, special or consequential damages or losses, or any damages or losses of any kind arising from your and/or your Users’ use of or inability to use, the ypShop Service and/or Software;
(b) any claim based on contract, tort, or otherwise or related to your and/or your Users’ use of or inability to use, the ypShop Service and/or Software;
(c) any disruption, suspension, failure, interruption or delay of the ypShop Service and/or Software;
(d) any errors or omissions in the ypShop Service and/or Software;
(e) any infringement of intellectual property rights arising from the display of content on the ypShop Service (irrespective of whether such content was provided by PCM or you) and/or from your and/or your Users’ use of the ypShop Service and/or Software;
(f) any damage to or loss of data suffered by you and/or Users arising from your and/or their use of the ypShop Service, Customer Account and/or Software;
(g) any delay in the receipt of or failure to receive by you, replies from recipients of your content;
(h) any error in the content sent to your recipients;
(i) any erroneous delivery of your content to persons other your intended recipients; and
(j) any software and/or program installed or used by you in connection with the use of or access to, the ypShop Service,
even if advised of the possibility of such damages or claims.
8.4 PCM is not responsible for the unavailability and/or functionality of any application, software, code and/or module in the ypShop Service; regardless of whether it is based on the availability and/or functionality of social networks (such as Facebook, LinkedIn, Instagram, GoogleApps and Twitter), any of their functions and/or services, including APIs. You acknowledge that any of your activity in the said social networks is subject to these networks’ terms of use and system limitations, and that these may change occasionally, at the sole discretion of the social networks.
8.5 Clauses 8.1, 8.2, 8.3 and 8.4 shall survive the expiry or earlier termination of this Agreement.

9. Warranty/Acknowledgement
9.1 You warrant that you have procured written consent from each intended recipient of your content for:
(a) the reception of such content; and
(b) the disclosure of that recipient’s personal data to PCM and its third party service providers for the purpose of delivering to and receiving such content from, such recipient.
The format of the written consent shall be in a form satisfactory to PCM. You acknowledge that PCM’s provision of the ypShop Service to you is conditional upon the consent remaining valid and not withdrawn.
9.2 You warrant that the person submitting the Order Form is authorized and has the capacity to act on your behalf.
9.3 You acknowledge that whilst PCM shall use reasonable endeavours to provide the ypShop Service, your recipients’ access to the multi platform ecommerce website provided as part of the ypShop Service is dependent upon services and networks of mobile telecommunications operators and third party service providers.

10. Intellectual Property Rights
You acknowledge and agree that the intellectual property rights in the ypShop Service (excluding all original artwork, content and material provided to PCM by you for inclusion in the ypShop Service), Software, Network and the “yellow pages” and “yp” trade names and marks belong to PCM, its third party service providers and/or licensors. Under no circumstances will any such intellectual property rights be transferred to you.

11. Confidentiality
11.1 You agree to keep the terms of this Agreement and PCM’s business affairs and those of its affiliates, agents, sub-contractors and third party service providers confidential and not to disclose such information to any third party or make any announcement in relation to them without PCM’s prior written consent.
11.2 Notwithstanding any other provision in this Agreement, PCM and its affiliates may without any liability at any time disclose the terms of this Agreement and the cooperation herein if such disclosure is required by any law, rule, regulation, code, guidelines or any order, judgment or decree of any court, or pursuant to any request or demand by any regulatory or government authority, including without limitation any stock exchange.

12. Non-exclusivity
No exclusivity arrangement shall be created between PCM and you hereunder. PCM shall have the right to offer the same or similar services to any party.

13. Personal Data and Information
13.1 PCM collects, processes, discloses, retains or uses your Personal Data in accordance with the PCCW Privacy Policy Statement which is published on .
13.2 If PCM requests Personal Data from you, you may refuse to provide the Personal Data. However, PCM may decline to provide the ypShop Service and/or Software to you.
13.3 You will provide PCM with the information relating to you and your and your Users’ use of the ypShop Service PCM reasonably requires:
(a) to help PCM in complying with the Applicable Law and to report to any government or regulatory agency regarding such compliance; and
(b) to assess whether or not you have complied, are complying and will be able to continue to comply with all obligations under these Terms and Conditions.

14. General
14.1 Sometimes, PCM may not be able to do what it has agreed because of an event beyond its reasonable control (for example because of fire or flood or severe weather). In these cases, PCM does not accept responsibility for the delay or failure to provide you with access to and/or use of the ypShop Service and/or Software in accordance with these Terms and Conditions. PCM can suspend or end your access to and/or use of the the ypShop Service and/or Software immediately in such event.
14.2 PCM can transfer its rights and obligations hereunder to any person or entity without your consent. PCM can also use an agent or subcontractor to perform its responsibilities.
14.3 When PCM needs to contact you, PCM will use your billing address, e-mail address, mobile or fixed phone number that you provide it for contacting you. If you need to contact PCM, please use the address on your last bill or any other postal address, e-mail address or phone number PCM has given to you for that purpose.
14.4 The Agreement constitutes the entire agreement between the Parties in relation to the subject matter herein and supersedes all prior agreements and arrangements between the Parties whether oral or in writing concerning the same subject matter.
14.5 You agree that PCM may introduce new fees and/or amend the amount of fees payable, the terms of any subscription plans and offers subscribed by you, the provisions of this Agreement or PCM’s operating rules which govern PCM’s provision and your use of the ypShop Service by (a) posting the details of such amendments on and/or (b) sending you a notification of such amendments via post or such other means as determined by PCM, such amendments to take effect seven (7) days after any such posting on and/or the sending of such notification.
14.6 These Terms and Conditions are governed by the laws of Hong Kong and you agree to submit to the exclusive jurisdiction of the Hong Kong courts.
14.7 If any term or condition herein is declared illegal, invalid or unenforceable for any reason, such term or condition shall be divisible and shall be deemed to be deleted from these Terms and Conditions.
14.8 The English version of these Terms and Conditions shall prevail over the Chinese version (if any). In the event of any inconsistency between the Order Form, Terms and Conditions for Catalogue and/or Electronic Advertising on the Order Form and these Terms and Conditions, the inconsistency shall be resolved in the following order:
(a) these Terms and Conditions;
(b) the Order Form; and
(c) PCM’s Terms and Conditions for Catalogue and/or Electronic Advertising.
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Personal Information Collection Statement
The personal data and other information (collectively, "Data") that we, Now TV Limited, receive about you and/or is provided by you as a result of or in connection with the ypShop Service subscribed for hereunder, are collected, used and retained by the relevant service providers of the ypShop Service, being one or more of the members of the Group (being, HKT Limited and PCCW Limited and their respective subsidiaries, affiliates and associated companies), including but not limited to Now TV Limited, Hong Kong Telecommunications (HKT) Limited, CSL Mobile Limited, Moov (Hong Kong) Limited, PCCW OTT (Hong Kong) Limited, HK Television Entertainment Company Limited, Club HKT Limited, Club Services (HKT) Limited, HKT CSP Limited and HKT Payment Limited (as the case may be), in accordance with the requirements of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), other applicable laws, rules and regulations relating to data privacy and the Privacy Statement of the Group ( and ) (collectively, the “Privacy Statement”). The applicable terms and conditions of the ypShop Service, the Privacy Statement, and this Personal Information Collection Statement all apply to and govern our collection, use and disclosure of your Data.
Your Data is collected, may be used or maintained by and/or disclosed, at all times to the extent permitted under applicable laws, rules, regulations and licence requirements, to affiliates and/or related companies of the Group, their respective agents (including debt collection agents), dealers, licensors, providers, business partners and/or applicable regulatory bodies or governmental authorities for purposes in connection with the ypShop Service, including without limitation processing your application, providing the ypShop Service to you, enabling your access and retrieval of account information in relation to the ypShop Service, and complying with applicable laws, rules, regulations and licence requirements.
Where cookies are used to collect Data about visitors: Our websites and apps use cookies or similar tracking tools on your machine or device in order for us to, for example, personalise your user experience and/or maintain your identity across multiple webpages and/or Internet sessions. Our websites and apps are initially set up to accept cookies. You can opt-out of or delete historical cookies by changing the settings on your web or mobile browsers; however, if you do so, you may find that certain features on our websites and/or our apps do not work properly.
You are also entitled to access, correct or enquire about the Data held by us about you. If you wish to withdraw your consent, access, correct or enquire about any Data held by us about you, you can do so by writing to the PCCW Group’s Privacy Compliance Officer (GPO Box 9872 or via email to: privacy@pccw.com) or the HKT Group’s Privacy Compliance Officer (HKT Group: GPO Box 9896 or via email to: privacy@pccw.com).