1. Purpose of these Terms of Use

1.1. These terms of use govern your use and access to our services, including our websites, including but not limited to www.uprisepay.com, our application(s), our application programming interfaces (APIs), our notifications and any information or content appearing therein (collectively our “Platform” or “Uprise Pay”).

1.2. By using our Platform, you agree to these terms regardless of whether you are a paying user or a non-paying visitor. If you are using our Platform as a representative of an entity, you are agreeing to these terms on behalf of that entity.

1.3. You should also read our Privacy Policy which sets out how we collect and use your personal information.

2. Definitions

When used in this Agreement, each of the following words and phrases shall have the meanings set out below:

2.1. “Agreement” means these Terms and Conditions, including related schedules, policies and other documents referenced herein as may be amended from time to time;

2.2. “Beneficiary” means a business entity or individual authorized by you as the receiver of Payment Amount.

2.3. “Business Days” means Monday to Friday excluding public holidays in Hong Kong and Singapore;

2.4. “Processing Fee” means the non-refundable flat percentage fee charged by Uprise to you for use of our Services and will include any other promotional processing fee that you may be charged from time to time for the use of Services

2.5. “Payment Amount” refers to the aggregate Hong Kong dollar value or Singapore dollar value of a payment exclusive of Processing Fee, which shall be transferred to the Beneficiary.

2.6. “Card”- means an accepted Credit/Debit Card” used or to be used by you in relation to the Services and for debit card it includes only debit card issued by Visa and MasterCard and for credit cards it includes only the credit cards issued by MasterCard, Visa or American Express.

2.7. “Payment” means the successful act of fund transfer against the goods and services availed.

2.8. “Card Charging Date" is the date on which your Card is charged to initiate the making of a Payment. "Scheduled Payment" is a Payment which has been created on the platform with a future Card Charging Date.

2.9. “Services” means and includes all the products, facilities, services, features, technologies or functionalities provided by us on our Website or through any other means.

2.10. “Site” means the website located at www.uprisepay.com and all related webpages as well as any app (“Applications”) or any other media in an electronic form.

2.11. “user”, “you” or "your" “client” means you and any other person (authorized by you) or any entity using the Services;

2.12. “User Account”- means a user’s account that is created by an individual consumer or business for accessing and using Uprise Services;

3. About us and how to contact us

3.1. We are Uprise Technologies Limited, a company registered in Hong Kong, trading as Uprise and Uprise Pay. Our Company Registration Number is 2986838 and our registered office is at Room 2302, 23/F, New World Tower 1, 18 Queen’s Road Central, Hong Kong.

3.2. For any questions or problems relating to our Platform, our products or services, or these terms, you can contact us by telephoning our customer service team at +852 - 6589 0150 or emailing us at hello@uprisepay.com or writing to us at Room 2302, 23/F, New World Tower 1, 18 Queen’s Road Central, Hong Kong.

3.3. We are the data controller in relation to our Platform and are responsible for your personal data. Please refer to our Privacy Policy which is available at https://app.uprisepay.com/ privacy for information about what personal data we collect and what we do with it. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

3.4. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.

3.5. When we use the words "writing" or "written" in these terms, this includes emails.

4. Data Protection and Privacy Policy

4.1. All personal and business-related data and documents that you provide us while accessing or using our Services is governed by our Privacy Policy found here. To be compliant with the anti-money laundering and CFT rules/guidelines Uprise may obtain and conduct due diligence/KYC checks on yourself and your beneficiaries. You authorize Uprise, directly or through third parties, to make any inquiries we consider necessary to verify your identity, your beneficiaries identity and the respective documents. This may include asking you for further information, and verifying your information against third party KYC databases or through public and private sources. If Uprise cannot establish you or your beneficiary’s identity, Uprise has the right to deny you use of the Services.

5. Changes of terms

5.1. We may amend these terms from time to time by posting the updated terms on our Platform. If we make material changes, we will notify you of the changes before they become effective. By continuing to use our Platform and our services after the changes come into effect means that you agree to be bound by the revised policy.

6. Uprise’s Services

6.1. Uprise’s Platform provides Services which enable users to pay rent, salaries and invoices to a relevant Beneficiary which may be a landlord, employee and/or supplier via credit/ debit card(s). Uprise charges users a Processing Fee for use of the Services. Users may be located anywhere in the world. All they need is an account on the website to pay to their beneficiaries. Our Company is merely providing a service to facilitate the above mentioned transactions between yourself and your Beneficiary and we are not and do not hold ourselves out as a bank, remittance agent or payment systems or payment gateways and we do not offer banking, money remittance or payment system services as defined by the applicable laws or the law of the Hong Kong Special Administrative Region. Our Company is merely providing a platform and we act as per your instructions in providing all the Services.

7. Availability of our services

7.1. We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.

7.2. We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.

7.3. We reserve the right to limit your use of our Platform and the services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of these terms or are misusing our Platform or any services we provide.

7.4. We try our best to ensure that our Platform is always available, but we do not guarantee that the operation of or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures.

7.5. You are responsible for configuring your information technology, computer programmes and platform or system in order to access our Platform. We do not guarantee that our Platform will be free from bugs or viruses.

8. Capacity to enter into these terms and conditions

8.1. You represent and warrant to Uprise that: a) if you are an organisation, you are duly organised and validly existing (or, if an individual, are of legal age and under no legal disability or incapacity) and have full power and authority to enter into, and take all necessary steps to enable you to lawfully enter into, these Terms and the transactions contemplated herein, and perform obligations as mentioned herein.

9. Your Uprise Pay account and password

9.1. In order to use our Services, you are required to create Uprise Pay account and provide us the following information:

(a) Your full name

(b) Your active and valid email address

(c) Valid business registration number (if applicable)

(d) Your contact number and

(e) A secure password

9.2. In registering for an account on our Platform, you must provide truthful, accurate and up-to-date information about yourself. You should choose a strong and secure password. You must keep your password secure and confidential.

9.3. You agree not to share your account credentials or give others access to your account. If and when we detect that an account is shared by multiple users, we may treat this as a security breach and suspend or terminate your account.

9.4. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of these terms.

9.5. You agree to follow our Acceptable Use Policy, which is set out at the end of these terms.

9.6. You are responsible for all actions or activities that happens by, through or under your account, unless you report misuse.

10. Use of the platform

10.1. You must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the Platform.

10.2. Subject to your payment of applicable fees, we give you a personal, worldwide, royalty free, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence to access and use our Platform, including any software or application as part of the services we offer. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as provided by us and in the manner as permitted by these terms.

10.3. This licence to use our Platform will terminate if you do not comply with these terms or other additional terms or conditions imposed by us from time to time.

10.4. You must not copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it.

11. Your Representations and Warranties

You represent and warrant to Uprise that:

11.1. these Terms & Conditions constitutes a legal, valid and binding obligation of yourself and/ or the entity you represent in using the Service;

11.2. all the Payments made using the Service are lawful, valid and genuine and do not promote any Money Laundering or Terrorist Financing;

11.3. in executing and giving effect to these Terms & Conditions, you will not infringe any provision of any other document or agreement to which you are a party, nor any law or judgment/order binding upon you;

11.4. all information supplied to Uprise by you is, or at the time it is supplied will be, accurate in all material respects and you will not omit or withhold any information which would make such information inaccurate in any material respect

11.5. you will provide to Uprise on request such information regarding your financial and business affairs and/or identity, as Uprise may reasonably require;

11.6. you will take all reasonable steps to obtain and provide to Uprise all information and documents relating to any or all Payments set up by you on the platform.

11.7. Uprise relies on representations and warranties made by you. These representations and warranties and those contained elsewhere in these Terms & Conditions are repeated in respect of each Payment.

11.8. You have obtained the necessary permission from your Beneficiary to allow us to contact him/her/it to collect any necessary information from them for the purposes of us providing the Services to you (and your Beneficiary) and/or for validating a Payment

12. An Independent Party

12.1. Uprise is an independent party providing services to you and is in no way related to your Beneficiaries, except where otherwise indicated. Accordingly, Uprise has no responsibility and will not be liable for any consequences/disputes resulting from your communication or contracts with your Beneficiaries, including but not limited to payment terms, the proper and timely delivery of goods or services. Uprise may use third party service providers which may include other SAAS companies, software providers, technical partners who are not liable to you in any manner with regard to the Services we provide you through our website.

13. Our rights

13.1. All intellectual property rights subsisting in the Platform or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform in any way, or create any derivative works with respect to any such content or component.

13.2. We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our Platform. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Platform.

13.3. Our name “Uprise” and our marks and logos are our trademarks (be it registered or unregistered) and may not be used without our express prior written consent.

14. Acceptable Use Policy

14.1. Our Site is private property. All interactions on this Site must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of this Site, we may limit your privileges on the Site and seek other remedies

14.2. You agree not to engage or use the Services:

• For unlawful or unauthorised purposes;

• For probing, scanning, or testing the vulnerability of any system or network;

• For sending money to yourself or for any purpose of cash advance to your personal or any associated business accounts.

• For money laundering and financing terrorism; To provide yourself or any other person with a cash advance.

• For payments such as mortgages and personal loan on behalf of another party unless authorized by that party;

• for purpose other than paying for any good or services availed; other than for legitimate payment purposes for gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);

• other goods and services subject to government regulation.

• sending or receiving potentially fraudulent funds; for submitting any inaccurate information, committing fraud or falsifying information in connection with your account or in order to create multiple accounts and to provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third-party delegates for attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access for attempting to scan, or test the security or configuration of the Site or to breach security or authentication measures without proper authorization;

• for tampering or interfering with the proper functioning of any part, page or area of the Site and any and all functions and services provided by us

• for attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “imitation, by means of submitting a virus to our Site, or

• for disseminating or transmitting material that, to a reasonable person, may be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious

• for taking any action that may cause us to lose any of our services from our internet service providers, our Payment Processor or other suppliers

• To infringe our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy or disseminating, storing or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person

• For using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to directly or indirectly compete with or disrupt our activities

• For reselling or repurposing your access to the Site or any purchases made through the Site For using the Site or any of its resources to solicit other Users, business partners of our company or such other parties to become users or partners of other online or offline services directly or indirectly compete or disrupt or potentially compete or disrupt with us, including without limitation, aggregating current or previously offered service offerings

• For taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion)

• For aggregating any live or post feature content or other information from the Site (whether using links or other technical means or physical records associated with Transactions made through this Site) with material from other sites or on a secondary site without our express written permission) deep linking to any portion of this Site without our express written permission;

• For acting illegally or maliciously against the business interests or reputation of our company or the Site and/or the Service;

• For engaging in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement

• For intentionally or unintentionally violate any applicable law, statute, ordinance, regulation, rule or code, including, but not limited to, any regulations, rules, notices, instructions or directives of any regulatory body or authority, governmental agency or national or other securities exchange

• For reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source; For sending altered, deceptive, or false source-identifying information, including "spoofing" or "phishing"; For conducting surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation; For abuse referrals or promotions;

15. Suspected non-acceptable use

15.1. Uprise may reject any payment that is believed to be unauthorized or made by someone other than the account holder, may violate any law, rule or regulation, or if Uprise has reasonable cause not to honour it.

15.2. If any single transaction is investigated and is determined to be fraudulent, Uprise may terminate the relevant user’s account and such default and fraudulent transaction may be reported to legal authorities.

15.3. Uprise may request more information relating to your use of the Services to seek to identify any non-acceptable use listed above. You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.

15.4. If we have reason to believe that you have engaged in any non-acceptable use, Uprise may in its sole discretion and at any time, take any or all of the following actions:

• Close, suspend, or limit your access to your account or the Services;

• Not processing your payment until we are satisfied that it’s towards an acceptable use, return, or reclaim funds;

• Update inaccurate information you provided to Uprise;

• Refuse to provide Services to you in the future;

• Contact your bank or notify other Users, law enforcement, or impacted third parties of your actions;

• Take legal action against you.

15.5. Uprise will provide you with notice of any of the above actions. If applicable, Uprise may request more information regarding your use of the Services to better determine whether any non-acceptable usage has occurred.

16. Closing of your Uprise Pay Account

(a) You may request for closing of your Uprise account by e-mailing us at any time at hello@uprisepay.com.

(b) You will remain liable for all obligations related to your account even after your Account is closed, including any fees or charges already due to Uprise. You may not close your account to evade an investigation. Uprise also reserves the right to close your account at any time with or without notice to you.

(c) Any Payments processed prior to account closure will be completed, all Scheduled Payments whose Card Charging Date has not yet passed at the time of account closure will be considered cancelled.

(d) Uprise may retain data associated to your usage of the Services in accordance with applicable regulatory and compliance obligations.

17. Payments

17.1. Payment Creation - Payments can be created for immediate or future processing using the Services. Payment creation requires you to specify the following:

(a) a Beneficiary

b) Beneficiaries bank name and account details

(c) A Card

(d) a Payment amount

(e) Purpose of payment

(f) Valid document supporting the payment

17.2. Payment Processing - Payments submitted for immediate processing will require successful debiting of the Card at time of payment creation, while Payments which will accrue on a future date will require the Card to be charged on the Card Charging Date indicated for the Payment. If a Card is not charged, Uprise will not be able to transfer the funds to your Beneficiary . You agree not to hold Uprise responsible for any delay as a result of failure in charging of card on a Card Charging Date. After each Payment is processed you are provided with a unique receipt number in relation to your Payment.

17.3. Transfer of Funds to Beneficiaries - Once your card is charged it will take up to 3 business days from the Card Charging Date for the funds to reach your Beneficiary. However, the funds transferred to your Beneficiary may fail because of a number of reasons including but not limited to invalid beneficiary account number, incorrect bank name, incorrect swift code, improper documentation etc. . You agree not to hold Uprise responsible for any delay beyond 3 business days in transferring the funds to your Beneficiary. Uprise has the absolute discretion to refuse/stop the transfer of any Payment for reason/reasons that may or may not be notified to a user.

17.4. Processing Fee - When making a Payment using the Services, our company will charge you a non-refundable Processing Fee. The Processing fee is charged on a per transaction basis. This Processing Fee is payable in addition to the Payment Amount.

17.5. Changes in Processing Fees - Processing Fees may change, depending upon factors including but not limited to the Card used, any applicable Promotions, and other variables both which may or may not be controlled by Uprise. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your Payment, prior to submission. Any promotion will have a subset of terms and conditions and the user will be entitled to the promotion only if they adhere to all the terms and conditions attached to a promo code.

17.6. Payment Dispute and Refund of Processing Fees - If your Payment is not processed or wrongly processed for any reason including but not limited to the following reasons:

(a) Wrong account details of Beneficiary entered by you

(b) Wrong amount entered by you

(c) Duplicate entries created by you

(d) Improper documentation provided by you etc.

Uprise shall not be responsible for any delays in payments or incorrect transferring of the Payment Amount. Uprise may choose to assist the user out of goodwill in contacting the party that received the payment to request a refund to be issued to the user. However, Uprise shall not be liable to reimburse any Payment Amount or to reverse any transaction that has been made as a result of the user’s error, negligence, wrongful, or unlawful usage.

Upon completion of Payment, the user accepts and agrees that no refunds, cancellations or charge backs are permitted through the Uprise site. Additionally, the user accepts and agrees not to request a refund, cancellation or charge back of Processing Fees from his/ her Card issuing bank, bank or any other person or Uprise.

In the case that Payment should be refunded, cancelled or charged back by the user’s Card issuing bank or any other person, the user is not entitled to the return/refund of any associated Uprise Processing Fees, irrespective of the reason for such refund, cancellation or charge back. The user is also responsible for the payment of any associated payment dispute and refund fees.

Get Paid Payments completed by your Customers may subject to Disputes, which refers to an instruction initiated by a Customer for the return of funds, delivered to the Payment Method issuer. In most cases, you may have the ability to challenge a Dispute by submitting evidence or additional information to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. When a Dispute is unsuccessfully contested, the Get Paid Payment amount disputed is immediately due to us, regardless of the reason or timing. You authorize us to take actions such as claiming the amount from balance due to you for other Get Paid Payments or initiate other actions for collection from you. Further, you agree that in cases where the number of disputes or complaints against you or your business has exceeded our allowed threshold, Uprise may, in its sole discretion, hold Get Paid payment funds completed by your Customers that are due to you for as long as we feel necessary to ensure that there are funds available to set off potential future disputed amounts. Such funds will generally be held no longer than 60 days and any excess funds not subject to dispute at that time will be fully paid to you.

17.7. Card Delays and Non-Completion - Notwithstanding anything contained in these Terms and Conditions some Card Payments may take up at least 5 Business Days or such number of Business Days . Furthermore, completion of a Card payment is contingent on both the authorization of the Card Payment and acceptance of the Card. In the event that a Card payment is unable to be completed, we will attempt to notify you at least once using the contact information in your User Account. In the case of such delay or noncompletion, your liability to the intended recipient of the Card Payment may be subject to penalties, late fees and interest charges assessed by such recipient, all of which remain your responsibility (and not us). If a Payment is not completed, you are not entitled to a return of any Processing Fee charged by us, irrespective of the reason for noncompletion.

17.8. Payment Limits - We may, at our sole discretion, impose limits on the Payment Amount you can send through our Services.

18. Reward Programmes

18.1. Your responsibility to understand your rewards programme

Uprise does not issue credit or payment cards, nor does it operate or manage a credit/ debit card rewards program. It is up to you to know and understand the rewards programme associated with the payment card you choose to use in conjunction with the Uprise service.

This includes understanding any promotion offered by the issuer in connection with its rewards programme, including where we send a promotion or other code as part of a payment we make for you using the Uprise service. We cannot and do not take any responsibility for the rewards offered by your payment card issuer falling short of, or otherwise being different from, your expectations.

18.2. We do not take responsibility for your rewards programme

Sometimes we include in our promotional material updates on changes to credit card bonus programmes and points calculators. To do this, we rely on our understanding of information provided to us by card issuers. We make reasonable efforts to keep all such marketing material and points calculators accurate and up to date.

However, we have no obligation to confirm with a payment card issuer that the information they have provided to us is complete, correct and up to date and that we have understood it correctly and completely. In addition, we have no obligation to find out about, or inform you about, any changes subsequently made by a payment card issuer to any programme that we include in our promotional material updates.

We disclaim any liability arising from any errors or omissions in the rewards programme information we provide to you and/or any liability arising from any changes made to a rewards programme by a payment card issuer.

19. Integrations

19.1. We integrate with third-party software to provide a full suite of functionalities to our users. We are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.

20. Feedback

20.1. We value and welcome feedback on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you.

20.2. You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.

21.1. Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.

21.2. To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:

(a) we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;

(b) we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide;

(c) we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;

(d) we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);

(e) we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and

(f) we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).

21.3. To the fullest extent permitted by law, Our Entities are not liable to you or others for:

(a) any indirect, incidental, special, exemplary, consequential or punitive damages; or

(b) any loss of data, business, opportunities, reputation, profits or revenues,

(c) relating to the use of our Platform or any products or services we offer.

21.4. We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Platform or providing the products or services we offer.

21.5. If you are using the Platform as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limit your legal rights as a consumer that may not be waived by contract.

21.6. It is your responsibility to determine what, if any, taxes apply to the Payments you make, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Our company is not responsible for determining whether taxes apply to your Payment transaction, or for collecting, reporting or remitting any taxes arising from any Payment transaction.

21.7. Other than the types of liabilities that we cannot limit by law, the liabilities of Our Entities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.

22.1. Our Platform is not intended for and may not be used by minors. By using our Platform, you represent that you are an adult and that you are able to legally enter into contractual agreements.

22.2. If you are using the Platform on behalf of an entity, by using the Platform you represent that you have the necessary rights and authority to agree to these terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.

23.1. You agree to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these terms, (ii) your use of our Platform and/or (iii) any misrepresentation made by you.

23.2. You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.

24.1. These terms will continue to apply until terminated by either you or us as follows.

24.2. You may stop using the Platform any time by deactivating your account.

24.3. We reserve the right to suspend or terminate your access to our Platform, if we reasonably believe:

(a) you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);

(b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other users, or the public;

(c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or

(d) our provision of the Platform to you is no longer possible or commercially viable.

In any of the above cases, we will notify you by the email address associated with your account or at the next time you attempt to access your account, unless we are prohibited from notifying you by law.

24.4. Upon termination of your access, these terms will also terminate except for Clauses 11 to 18.

24.5. Where we consider necessary or appropriate, we will report any breach of these terms (or the Acceptable Use Policy) to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.

25. Entire agreement

25.1. These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the Platform.

25.2. You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

26.1. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed transfer and we will refund you any payments you have made in advance for any products not provided.

26.2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

26.3. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

26.4. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

27.1. If you have any questions about these terms or the Acceptable Use Policy, please contact us by hello@uprisepay.com.

28.1. These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.

28.2. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.