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Terms of Use

1. Welcome


Welcome to the brandpay website (the "Site"), provided to you, a brand customer ("you" or "your"), by True Ample Limited (Hong Kong Co. No. 3065248) with its registered office at 6th Floor, Wyndham Place, 44 Wyndham Street, Central Hong Kong (referred to herein as either "brandpay", "we", "us" or "our"). The Site, and all related services, modules, functions, packages, software and platforms (collectively, the "Services") have been created by us in order to provide you with a much easier, more compelling and more cost-effective way to operate your promotional campaigns and promote your brands with real customers and original content, on social media networks and other digital platforms.


Before You use the Site or any of our Services, you need to agree to these Terms, our Privacy Policy and any terms and conditions incorporated into these Terms by reference (the "Terms").


2. Agreement for Use of the Site and Services


These Terms are very important. They contain essential information for you regarding your rights and obligations and govern your access to and use of the Site, including any content, functionality and Services offered on or through the Site. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US, SO PLEASE ENSURE YOU READ THEM THOROUGHLY AND UNDERSTAND THEM PRIOR TO CONTINUING TO USE THE SITE AND SUBSCRIBING TO OR PURCHASING ANY SERVICES ON THE SITE, INCLUDING CONDUCTING ANY CAMPAIGN. We are only making the Site and certain Services available to you to use, including conducting any campaign for you, on the basis you have agreed to all these Terms. By signing up to, logging in to or by using the Site or any part of it, in any way, or by subscribing to or purchasing any of the Services on the Site and by conducting any campaign, you understand and agree to comply with and be bound by all these Terms.


If you are accepting these Terms on behalf of a company or other person or entity, you represent and warrant that you have the authority to bind that company, person or entity to these Terms and that your agreement to these Terms will be treated as the agreement of that company, person or entity. In that event, “you” and “your” will also refer and apply to that company, person or entity. If you do not have that authority, or if you do not accept all of these Terms in their entirety, then we do not agree to make the Site or any Services available to you in any manner or to allow you to transact with or use the Site or Services in any manner.


BY USING THE SITE OR ANY SERVICES, IN ANY WAY, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY AND TO COMPLY WITH ALL OF THE TERMS AS OF THE "LAST UPDATED DATE". YOU MAY NOT USE THE SITE OR ANY SERVICES IF YOU: (I) DO NOT AGREE TO THESE TERMS; (II) ARE NOT OF THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; OR (III) ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR ANY OF THE SERVICES BY APPLICABLE LAW.


3. Changes to the Terms, Site or any Services


We are constantly and regularly innovating and updating the Site and our campaign Services to ensure a terrific experience for our brand customers and their consumers. From time to time we may modify functionalities or features, and we may suspend or stop a Service altogether. You therefore acknowledge and agree that the form and nature of the Site and Services may change from time to time without notice to you and that by using the Site in any way, you agree that we may in our absolute and sole discretion make changes to the functions, formats, nature and general use of the Site, or any part of the Site, from time to time, without prior notice to you and modify the Terms applicable to your use of the Site or the Services from time to time, including to reflect changes to the law or a regulatory or other legally enforceable direction or to reflect changes to our Services.


Any changes to the Terms will be updated accordingly on the Site and will be in effect as of the “Last Updated Date” indicated at the end of these Terms. You agree that the posting on the Site of any updated version of the Terms (or any relevant part of it) will be sufficient notification of any changes or modification, without the need to specifically identify the changes or modifications. Modifications and changes will not apply retroactively and will become effective on the date specified. If you do not agree to any modified or changed Terms, you must cancel your Account (as defined below) for the provision of Services and terminate the Terms. By logging into the Site after we have posted any modifications or changes on the Site or provided a notice to you, you accept and agree to be bound by the Terms as modified or changed and your continued use of this Platform after the “Last Updated Date” will constitute your acceptance of and agreement to all such changes to the Terms.


4. Campaign Currencies and Payments and Your Obligations


Business Campaign Requirements


Before you create a campaign Account (as defined below) on the Site, you must deposit real (i.e., fiat) currency into your Account to fund and initiate any campaign. Subject to any fees payable to us (see 'Fees and Billing' below), these funds are converted by us into brand currency for distribution to consumers participating in your campaigns. Once deposited, these funds are, subject to applicable laws, irrevocable and cannot be withdrawn by you from the Account. Subject to the payment of any fees payable to us (see 'Fees and Billing' below), you acknowledge and agree that the deposited funds are solely intended for use in your campaign-related activities and for issuing brand currency to consumers.


You agree to honor your brand currency as a valid payment method for all payments made to consumers through brandpay campaigns via your Account. This obligation persists until the issued brand currency is fully exhausted or redeemed. If you decide to discontinue issuing brand currency in connection with any campaign, you must immediately cease running that campaign on the Site.


Consumer Conversion Rights


You agree that consumers may convert your individual brand currencies into a universal currency, referred to as "brandpay Cash." Conversion will occur at a 2:1 ratio, where 50% of your currency's value is returned to your Account wallet for your future campaigns.


By maintaining an Account or active campaign on brandpay, you are required to accept brandpay Cash as a valid payment method from customers to you in connection with any campaign. However, you may set reasonable limits on the amount of brandpay Cash a consumer can redeem in a single transaction, provided those limits are communicated to that consumer in writing in advance and in accordance with all applicable laws.


5. Registration, Account and Accesss


In order to access the Services and begin a campaign, you must first access the Site and then subscribe to use one or more of the Services by providing all complete and accurate information requested by us and setting up an account using your whatsapp number or e-mail and such other personal, corporate and payment information requested (your "Account"), along with a link to your Instagram page via connection with Meta Business Suite. The information provided can be updated from time to time by accessing your brandpay account options page. By creating an Account, you agree to provide accurate, current and complete information about yourself and your company and to maintain and update your Account information as necessary, when and as required. You will not be able to use the Site or any Services if you provide false, inaccurate, or outdated user information.


Based on the specific Service or Service package you choose, you may grant Account access to additional users employed by your organization and specify the type of permitted access each user will have to the purchased Service ("Authorised Users"). Upon signing into the Account and using the Service, all such Authorised Users will also become subject to these Terms and you and each such Authorised User will be jointly and severally responsible and liable for all activity that occurs through the Account and the information shared by those Authorised Users.


You must, and must ensure that your Authorised Users (if any) keep your account password secure and always log-off from the Services when users leave their computers unattended. You must notify us immediately of unauthorized use of your account or of any related security breach by writing to us at support@brandpay.io.


Both you and each Authorised User must be over the age of 18. If we learn or have reason to suspect that you or any Authorised User is not over the age of 18, we will have to close your Account. Various countries may have different minimum age limits, and if you or any Authorised User are below the minimum age for providing consent for data collection in your or their country, you or they (as the case may be) may not use the Site or any Services.


6. Fees and Billing


By opening a campaign-based paid Account with brandpay, you agree to pay us, using agreed payment methods, all charges incurred by your Account, including applicable commissions, fees and taxes, strictly in accordance with our billing terms in effect at the time the charge becomes payable. If payment cannot be charged to your credit card (to the extent we agree to be paid by credit card) or the charge is returned for any reason, or any required payment is not made in a timely manner, we may in our absolute discretion suspend or terminate your Account and any campaign or Services that we were otherwise providing to you without limiting any of our rights at law.


We reserve the right to change the amount of, or basis for determining, any commissions, fees or charges for Services we provide upon each new campaign you subscribe to or commission us to perform, and to institute any new fees, commissions charges or terms effective upon prior notice to you (which may be sent by email to the address you have most recently provided us).


You are responsible for managing your Account and your campaigns. If you wish to cancel your Account or one or more campaigns activated through your Account at any time for any reason, you may do so by cancelling your Account or terminating your campaign(s) in accordance with our written instructions. However, in the event you have activated any Services to launch a campaign and the campaign budget (i.e., the amount of spend committed to for the benefit of consumers of the campaign) is not fully utilised prior to such cancellation/termination, that cancellation/termination will be ineffective and the campaign will continue in accordance with the duration set by you for the campaign until the budget is fully expended. WE WILL NOT PROVIDE REFUNDS OR CREDITS FOR BUDGET SPEND UTILISED OR AGREED TO BE UTILISED ANY CAMPAIGN BUT NOT YET UTILISED AT THE TIME OF TERMINATION.


7. brandpay BETA Limitations


PLEASE NOTE SOME OF THE SERVICES ARE CURRENTLY BEING PROVIDED IN THEIR BETA VERSION, THE FEATURES OF WHICH HAVE NOT BEEN FULLY IMPLEMENTED OR REFINED. AS WITH ANY BETA VERSION, THE SERVICES CURRENTLY CONSTITUTE A WORK IN PROGRESS AND AS SUCH, THERE MAY BE UNRESOLVED ISSUES. WHILE WE APPRECIATE YOUR PATIENCE DURING THIS FINALIZATION STAGE, WE ENCOURAGE YOU NOT TO USE THIS BETA VERSION OF THE SERVICES UNLESS YOU ARE COMFORTABLE USING BETA SOFTWARE AND UNDERSTAND THE IMPLICATIONS THEREOF AND YOU AGREE WE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED TO YOU AS A RESULT OF THE SERVICES IN BETA VERSION NOT BEING FREE OF DEFECTS.


Furthermore, please note that currently the Services were created with the intent to be used by users in Asia Pacific region. You may use the Services outside of such territories, but bear in mind that we make no representations that the Service is appropriate or available for such use and your use of the Services outside of that region are at your risk (and we are not liable for any consequences of non-use).


8. Ownership of the Site and Services Provided to You


We or our licensees or licensors own all legal right, title and interest in and to all other elements of the Site and Services, including, without limitation, any and all art, designs, logos, trademarks, systems, methods, information, computer code, software, services, 'look and feel', organisation, compilation of the content, code, data, and all other elements of the Site or Services that you may access on or through the Site or Services, (collectively, the "Site Materials"). You acknowledge that the Site, Services and Site Materials are protected by various intellectual property laws and other applicable laws, and that our and our licensees' and/or licensors' copyrighted property and all trademarks, service marks and trade names associated with the Site or Services or otherwise contained in the Site Materials are proprietary to us or our licensees and/or licensors.


Your use of the Site, Services and Site Materials does not grant you ownership of or any other rights (including intellectual property) with respect to the Site, Services or Site Materials. We reserve all rights in and to the Site, Services and Site Materials that are not expressly granted to you in these Terms.


You acknowledge and agree that you do not have the right, except as otherwise expressly set out in these Terms, to distribute or otherwise commercialise any elements or parts of the Site, Services or Site Materials and you will not apply for, register or otherwise use or attempt to use (or facilitate or encourage any third party to do the same with respect to) any of our Site Materials or anything similar to our Site Materials, anywhere in the world without our prior written consent.


"brandpay" and other trademarks, slogans, service marks and trade names which appear via the Site or any Service are proprietary to brandpay. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to any material provided by brandpay. You may not copy, modify, reproduce, distribute, sell, or lease any part of our Site, Services or Site Materials, nor may you reverse engineer or attempt to extract the source code of any software related to our Site, Services or Site Materials, unless you have our prior written approval or (and only to the extent) any applicable laws actually prohibit such restrictions.


9. Responsibility for Your Campaigns


Please note that when subscribing for our Services, we are facilitating you running one or more campaigns as the owner of those campaigns.


As 'Campaign Owner', you acknowledge and agree that you are fully responsible and liable for ensuring that your use of the Site and Services, and your campaigns, in each case comply with all applicable laws, rules, regulations, codes and policies in the countries in which you or your campaigns are operating or in which consumers can participate in your campaigns (the "Campaign Related Laws"). We are not responsible for, or liable for your failure to comply with any of these Campaign Related Laws and you will indemnify us for any losses, damages or expenses we incur (including legal costs) and with respect to any third-party claims against us to the extent such losses, damages, expenses or claims occur in connection with your non-compliance or alleged non-compliance with any Campaign Related Laws. For the avoidance of doubt, as the Site and Services can be used on any website in any country, by using the Services you acknowledge that you are responsible for compliance with any local laws in connection with that use.


You will also be entirely responsible for ensuring that your campaigns fully comply with all terms, conditions, guidelines, rules and regulations of any social media platform or other third party on which any campaign is run. We will not be responsible for the loss of any data or accounts due to actions from any such platform or other third party that relate to activity that is contrary to their terms, conditions, guidelines, rules or regulations.


10. Technical Support


If you subscribe to our Services and pay all required commissions, fees and other payments in a timely manner, technical support will be provided to you by brandpay via email during regular business hours (i.e., Monday to Friday from 9AM CET to 6PM AEST) by sending your technical inquires to support@brandpay.io. We will respond to you via email within a reasonable time- period.s


11. Account Content & Use Of Services


You will be solely responsible for the information you or any of your Authorised Users transmit or submit through the Site or the Services. You expressly agree that your use of the Site, any Services or Site Materials and your Account content will not in any way do or be reasonably seen to be doing any of the following:


  • running a campaign without the intention of awarding or providing a reward;
  • running a campaign to refer users via a referral link into any other campaign and/or platform not approved in writing by us;
  • setting up a fake campaign with the sole intention of driving social media or other activity to another campaign or brand outside the Site (without providing reward for your campaign);
  • running a campaign promoting any cryptocurrencies, ICOs or airdrops unless you are the developer or an approved marketing partner;
  • running a campaign promoting cryptocurrencies, ICOs or Airdrops using an email address that does not match the domain offering the service;
  • run a campaign promoting Cryptocurrencies, ICOs or airdrops with a team or employees that do not exist;
  • promoting game keys purely for the purpose of farming followers for various groups or other social accounts;
  • running a campaign that is funded by donations or mostly contain referral, affiliate links or CPA offers;
  • running a campaign that is primarily or purely designed to exchange followers (or other actions) and/or not for business purposes;
  • encouraging users to breach the terms of the Site or any external site (for e.g. clicking Adsense ads);
  • using or copying images or text in respect of which you do not own the copyright to;
  • creating multiple or false customer accounts for the purpose of increasing campaign entries or redeeming multiple rewards;
  • impersonating any person, company or brand or any other entity, or falsely stating or otherwise misrepresenting your affiliation with a person, company, brand or other entity;
  • sublicensing to, transferring, networking, transmitting, distributing, or permitting use of any Service by, any third party without our prior written approval;
  • reverse engineering, decompiling, or disassembling any aspect of the Service, Site or any Site Materials;
  • attempting to automate or automating entries with the intent of defrauding Campaign Owners;
  • forging headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;
  • interfering with or disrupting a Service or other user's use of any Services;
  • reproducing, duplicating or copying or exploiting any portion of the Site, Services or Site Materials, without the express prior written permission of brandpay;
  • modifying, adapting or hacking the Site or falsely implying that some other site is associated with the Site;
  • creating another account after your Account has been disabled; or
  • knowingly run campaigns on behalf of users that are already banned for previous violations of these Terms.

Breaching any of the Terms may result in a permanent account ban, or initiate an investigation whereby we may ask for more information from you (such as communication with winners). During this time, any live giveaways inside the Account may suffer interruption, until such information is presented to us in an acceptable form.


12. Third Party Applications & Reliability


While the primary purpose of the Services is to aggregate activity and engagement on third party platforms, websites, applications, accounts, interfaces and other materials ("Third Party Applications") to facilitate Campaigns, you acknowledge and agree that brandpay does not own or control any of these Third Party Applications. As we serve only as a collector of such Third Party Applications for your convenience, we do not in any way endorse, recommend or make any recommendations in relation to any such Third Party Applications and nor are we responsible in any way for their operation or otherwise. Similarly, while we monitor the working condition of the connectors to such Third Party Applications and are committed to trying, where reasonable, to resolve any issues that may arise from a third party changing the login procedure of its application, we are not liable, nor can we be held responsible, for any changes or the inoperability of such Third Party Applications, whether temporary or permanent.


In addition, you agree we are not responsible for the content, guidelines, privacy policies, or practices of any third party or Third Party Application and by using the Site or Services you expressly relieve and indemnify us from any and all liability arising from your use of any Third Party Applications.


You further acknowledge and agree that Third Party Applications may be protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and therefore you undertake and agree not to modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Third Party Applications, in whole or in part, and undertake to abide by the relevant terms of use of such Third Party Applications.


13. Right to Terminate, Shut Down, Deny or Limit Account and Access, Remove Content


brandpay reserves the right, in its sole discretion, to suspend, pause, close, cancel or terminate your Account and/or your access to the Site or any Services or Site Materials (including any campaign), if you breach any of the Terms or otherwise violate our rights or those of another user, if we are unable to verify or authenticate any information you provide to us, if we reasonably believe that your actions might cause a legal liability to any other user or us, if we believe you will breach any of the Terms or will encourage any other person or entity to do so, if you engage in any action or activity that circumvents the Site or Services or any of these Terms in such a way as to avoid or reduce fees or commissions that would otherwise be payable to us, or if we suspect your Account, in our sole discretion, is or has; been used for money laundering, fraudulent or illegal activity in any jurisdiction; been used in connection with any Banned Activities (as defined below); been created using false or concealed identification information or other such details; been involved or engaged in any transaction or activity that results or threatens to result in any security breach and/or data breach of or in respect of the Site or any Services; or been involved or engaged in any transaction or activity that violates or could potential violate any of the Terms.


You agree that it is a condition on your use of the Site and the Services that you only use the Site and Services for purposes that are legally permissible and in accordance with these Terms and all applicable laws and that you will not, and you will not allow or encourage any third party (including any Authorised User) to: mislead or deceive others or engage in any conduct that is misleading or deceptive (or likely to mislead or deceive), malicious, or discriminatory, including by any act or omission; engage in unlawful conduct; upload or distribute viruses, worms, Trojan horses, defects, corrupted files, hoaxes or other malicious code or content or items of a destructive nature; use any spider, site search/retrieval application or other device to retrieve or index any portion of the Site or the content posted on the Site; use any data mining, screen scraping or similar software or other data gathering, analysis or extraction tools or processes on the Site; do anything that could disable, overburden or impair the proper working or appearance of the Site; exploit the Site or any Services for any unauthorised commercial purpose; remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; create any ‘links’ to any part of the Site, alter, reformat, frame or mirror any content on, or accessible through, the Site or any portion of the Site, on any server or internet-based device without our prior written consent; use the Site in any manner involving creating user accounts by automated means or under false or fraudulent pretenses or the impersonation of another person or business (via the use of an email address or otherwise); or facilitate or encourage any of the above or any other violations of the Terms (each, "Banned Activities").


brandpay reserves the right to remove any of your content that is abusive, illegal, disruptive, or that otherwise fails to conform to our standards, and to limit or revoke your access in full or in part to the Site and/or Services, in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms.


If we suspend or cancel your Account, or you cancel your Account, or these Terms are terminated by either you or Us, then (without limiting any other rights we may have at law or in equity or under any statute): you must not continue to use or access the Site or any Service, including under a different account, or re-register under a new account; to the extent permitted by law, no amount paid in advance by you will be refundable and you will not receive any refunds or credits for budget spend not yet utilized in any campaign; we may obtain payment of any outstanding amount (or that becomes payable) through any payment methods available to us in connection with your suspended or cancelled Account or any other account that you register; you may no longer have access to information that is related to your Account and you acknowledge that We will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party; and we may refuse to provide an Account to you in the future. All of your and our accrued rights, and the provisions of the Terms that by their nature are intended to survive termination or expiry of the Terms will survive any termination or expiry of the Terms.


14. Your Feedback


While we welcome any feedback or comments from you, please note that any unsolicited ideas, feedback or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names, will automatically upon submission become the property of brandpay, without any compensation or consideration payable or due to you. While under no obligation to review such submissions or to keep such submissions confidential, we may use or redistribute any such submissions and their contents for any purpose and in any way we deem appropriate.


To provide such submissions or feedback, please email support@brandpay.io.


15. No Warranty


We provide the Site and the Services using a reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don't promise about the Site or Services. You must not rely on the Site, any information in it, or its continuation. You accept the inherent security risks of providing information over the internet and dealing online, agree that any information or content made available by us on the Site or via the Services is intended to provide general information only in summary form, including in relation to legal or other issues, and agree that in no event will we be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Site.


YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SITE AND SITE MATERIALS PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED AT YOUR SOLE RISK, ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES AND RELIANCE ON THE SITE CONTENT IS DONE SOLELY AT YOUR OWN RISK. BRANDPAY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE, THE SITE, THEIR CONTENT AND OTHER MATERIALS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, RELIABILITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.


Additionally, we do not represent or warrant to you that: (i) your access to or use of the Site or Services will meet your requirements or will be uninterrupted, timely, secure or free from error; (ii) usage data provided through the Site will be accurate; (iii) the Site or any content, Services, or features made available on or through the Site or Services are free of viruses or other harmful components; or (iv) that any data that you disclose when you use the Site will be secure. We have no liability or responsibility for any breach of security unless it is due to our gross negligence, we exclude any warranties, representations, conditions and guarantees about, the safety or security of the Site or the Services or regarding the delivery of any messages (such as emails, in-mails, SMS, social media, posting of answers or transmission of any other user generated content) sent through the Site or the Services to anyone, or that the Site or Services will function without interruption or errors, and you acknowledge that the Site or Services may be interrupted, or subject to errors, due to maintenance, updates, or system or network failures or other causes and, to the extent permitted by law, We hereby disclaim all liability for any losses as may be caused by or in connection with any such interruption or errors in functioning, will not be responsible or liable to you for any losses you incur as the result of your use of the Site, including but not limited to any losses, damages or claims arising from: (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (ii) server failure or data loss; (iii) corrupted wallet files; or (iv) unauthorised access or activities by third parties, including, but not limited to, the use of viruses, phishing, brute-forcing or other means of attack against the Site, the Services or any customer wallet; are not responsible for losses due to any other features of the Site or Services or any other protocol or network, or any wallet, and we do not have any obligation to monitor the use of our Services or the Site by other users or their customers.


The Site may contain links to internet sites or resources maintained or controlled by third parties. You acknowledge and agree that: (a) We have no control over, and are not responsible for, the contents of any such sites (including the accuracy, legality or decency of any information) or any link contained on such sites; (b) such link does not imply any endorsement by us; (c) we are not responsible for the legality or intellectual property compliance of any such site; and (d) we will not be liable for any damages or loss arising in any way out of, in connection with or incidental to any information or third party service provided by any third party. While We take all reasonable due care in ensuring the privacy and integrity of information you provide to us (see our Privacy Policy), the possibility always exists that this information could be unlawfully accessed or observed by third parties while in transit over the internet or while stored on our system. To the greatest extent possible pursuant to law, we expressly disclaim any liability to you should this occur. In consideration for the benefits of registering an Account in accordance with the Terms, you agree that in no event will you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site or any Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Site or any Services or any content or other material used or displayed through the Site or Services. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.


16. Liabilities and Indemnities


You will indemnify and save harmless brandpay and its directors, officers, employees, representatives and agents ("Related Parties") against all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever (including reasonable attorneys' fees) ("Damages") asserted against, imposed upon or incurred by brandpay and/or any of its Related Parties resulting from or arising out of any violation of these Terms by you or arising and related to your use of the Site or any Services or Site Materials.


THE CUMULATIVE LIABILITY OF BRANDPAY FOR ALL CLAIMS RELATING TO THE SITE OR ANY SERVICES OR SITE MATERIALS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES OR USE OF THE SITE IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.


BRANDPAY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, LOSS OF GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGES, THAT MAY RESULT FROM OR ARISE IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES OR ANY SITE MATERIALS, WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY BRANDPAY OR ANY THIRD PARTY.


These limitations of liability will apply regardless of whether: (i) you base your claim on contract, tort, statute or any other legal theory; (ii) we knew or should have known about the possibility of such damages; or (iii) the limited remedies provided in this section fail their purpose, and will not apply to any damage that we cause you intentionally or as otherwise mandated by applicable law that cannot be disclaimed from in the Terms.


THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.


We recognise that in some countries, you might have legal rights as a consumer. To the extent permitted by law, any liability of ours in connection with the Services or Site under any statutory right (including any condition or warranty implied by law or any guarantee or other right under any statute) that by law cannot be excluded is, where permitted by law, limited at our option to the resupply of the relevant services or the payment of the cost of same.


17. Force Majeure and Privacy


We will not be liable or responsible to you or be deemed to have defaulted under or breached the Terms, due to any failure or delay by us to comply with the Terms as a result of any Force Majeure Event. In the event of any Force Majeure Event affecting us and our provision of Services to you, we will use our reasonable efforts to promptly notify you of the Force Majeure Event stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimised. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. For the purposes of these Terms, 'Force Majeure Event' means any acts of God, flood, fire, earthquake, epidemics, pandemics (including COVID-19 or any variation thereof or regulation, direction, law or ordinance relating to it), tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades in effect on or after the date of these Terms, strikes, labour stoppages or slowdowns or other industrial disturbances (other than of the labour force of the party claiming a Force Majeure Event), shortage of adequate or suitable Internet connectivity, telecommunications breakdown or shortage of adequate power or electricity and other similar events beyond the control of a party.


Our Privacy Policies describe the ways we collect, use, store and disclose your personal information, and are hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy located at https://brandpay.io/privacy-policy. For any question with respect to your data and privacy you can contact us directly. For the avoidance of doubt, we will share your personal information to the extent required by any applicable law or direction, including for the purpose of preventing fraud, anti-money laundering and counter-terrorist financing purposes.


18. Miscellaneous


The Terms constitute the entire agreement between the parties concerning the subject matter hereof, replacing any prior agreements.


All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.


You affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.


Failure to enforce any provision of these Term will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.


These Terms will be binding upon and inure to our benefit and our successors and assigns. We may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of our rights or obligations under these Terms and/or otherwise subcontract any of its obligations under these Terms, in whole or in part, to any of our affiliates and/or to any third party, without your consent or approval.


These Terms are governed by the laws of Hong Kong SAR, China, without giving effect to any principles of conflicts of laws thereof, and the eligible courts of Hong Kong will have exclusive jurisdiction over all disputes between the parties.


If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under any applicable law, such provision or such portion thereof shall be ineffective in the jurisdiction of that applicable law only to the extent it is deemed illegal, invalid, or unenforceable, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.


Last Updated: 26 February 2025