[Updated February 2024]

Please read these terms and conditions carefully. By using our website, registering or using our Service, you agree to be bound by our General Terms and Conditions , our Privacy Terms and the below following Terms & Conditions that is most relevant to you as communicated in our booking form and/ or agreement you sign and commit to in becoming our member and/ or to use our services and facilities.

 

Interpretation

1.1 These Terms and Conditions (the “Terms”) describe Amphi Member’s ( the “Authorised Representative,” or “Customer” or “you” or “your“) rights and obligations in connection with your receipt and use of the services provided by Amphi Studios (“Amphi” or “We” or “Our“), a co-project space brand under Lilee Design Company Limited), in connection with your Amphi Coffee/ Day Pass, Casual Pass Plan, Amphi Premium Pass Plan, Amphi Meeting Room Package, Amphi Studio Standard Package, Amphi Studio Premium Package and/ or other services specified in your Membership Agreement Details Form and/ or herein (the “Services”).

 

Services

2.1 Subject to the terms and conditions of this Agreement, and any other policies we make available to you (such as our Facilities Booking Terms and Conditions or Mailbox/ Locker/ Storage Rental Terms and Conditions), with prior notice from time to time, during the Term (as defined below), Amphi will use commercially reasonable efforts to provide you (and your Members/ Guests, as applicable) the services described below:

  • Non-exclusive access to and use of the Main Premise;
  • Regular maintenance of the Main Premise;
  • Access to and use of the shared Internet connection to our member and member companies;
  • Use of the printers, copiers and/or scanners available to our members and member companies, in accordance with the terms described herein;
  • Use of facility rooms in the Main Premise, in each case subject to availability and your prior reservation of such room(s), and in accordance with the facility booking terms;
  • Air-conditioning in the Main Premise during Regular Business Hours;
  • Electricity for reasonably acceptable administrative office use;
  • Use of pantry and beverages made available to our members and member companies; and
  • Eligibility to participate in members-only events, benefits and promotions.

2.2 Other services may be provided for an additional fee, such as car parking space, phone service, and IT services, subject to availability at the Main Premise and any additional terms and expenses applicable to those services.

 

Our Reserved Rights

3.1 You do not have exclusive possession of the space(s) provided by Amphi Studios. We are entitled to access the Space(s), with or without notice, in connection with our provision of the Services, for safety or emergency purses or for any other purposes. We reserve the right to alter or relocate the Space(s) we provide upon prior notice. We may also modify or reduce the list of Service(s) or furnishings provided at any time. The Services may be provided by us, an affiliate or a third party.

 

Hotdesk Coffee/ Day Pass Users & Pass Plan Users:

4.1 Purchasing a Coffee Pass gives you access for one-time 3 hour maximum to our Converge open workspace during our operation hour period. Purchasing a Day Pass gives you a one-time, 1 full day (9 hours) access to our Converge open workspace during our operation hour period. Excess usage will incur additional charges, subject to availability. All Pass(es) are valid for use for 30 days from date of purchase.

4.2 Reserving our hotdesk seat in advance for guaranteed desk seat space on a specific time and date is subject to availability and on a first-come-first-serve basis. Purchasing a Coffee/ Day Pass does not guarantee a space availability. 

4.3 For the avoidance of doubt, Customers who cancel or are absent on Hotdesk reservation booked date and time, or purchased Pass(es) have expired, will not be entitled to any refund of sums paid, which shall be deemed to be forfeited and payable to Amphi absolutely.

4.4 To access and use our other spaces such as our facility spaces will incur additional charges. Some services outside what is included in our Coffee/ Day pass such as printing services will incur additional charges. Coffee/ Day pass excludes use of Amphi Studios’ address as your business address. Misuse is illegal and not only incur charges but may be reported to local authorities.

4.5 Hotdesk usage and access and usage of our Coverge openspace is a shared workspace. We are not liable for any loss/ damage to your belongings when left in our space.

4.6 Amphi provides shared internet access to members and guests via a wireless or wired network connection. We do not make any representation or warranty as to the security of our network, and cannot guarantee a particular degree of availability will be achieved in connection with your use of our network. In order to utilize the printers, you will need to install the appropriate drivers onto your computer. You may request that we trouble shoot problems you may have with respect to printing or internet connection. However, we will not be responsible for any damage to your equipment and/ or data, providing that we have not acted negligently in providing such service.

4.7 No outside food or drink to be consumed at our Main Premise except in our pantry area.

4.8 Amphi reserves the right to remove or request that the Customer remove any guest(s) that cause a breach of these Terms & Conditions.

4.9 Amphi shall not be held to be in breach of, nor liable for delay or failure to perform any of its obligations under your Pass booking with us if such delay or failure is caused by events, circumstance or causes beyond its control.

4.10 We do not control and are not responsible for the actions of other members, member companies or any other third parties. We shall have no responsibility or obligation to participate, mediate or indemnify any party should any dispute arise between members, member companies or their invitees or guests.

 

Changes to Authorized Representative

4.1 An Authorized Representative generally has the sole authority to make changes to or terminate this Agreement. Authorized Representative member will serve as Amphi’s primary contact regarding matters that involve your membership and/ or the Main Premise. We will be entitled to rely on communications to or from the Authorized Representative as notice to or from the applicable Member Company.

 

Charges/ Payments 

5.1 Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form. This obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”).

5.2 You may receive a certain number of credits for facility use as specified on the Membership Details Form. These cannot be rolled over except with our written approval which may be withheld in our absolute discretion. If these allocated amounts are exceeded, you will be responsible for paying fees for our standard overages as communicated. All overage fees are subject to increase from time to time at our sole discretion.

5.3 If payment for any late or outstanding fees are not made in full by the due date for payment, then, without prejudice to our other rights under this Agreement, we shall have the right to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 10% per annum.

5.4 If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, without provision of the Services or terminate this Agreement in accordance with the terms of this Agreement.

5.5 The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid from. In the event you owe us any other fees, you may not rely on deducting them from the Service Retainer, but must pay them separately. The Service Retainer shall be retained by us throughout the Term and as a condition precedent to the continuation of the Term. You hereby authorize us to deduct from the Service Retainer any amount payable including the Membership Fee and other costs, expenses loss or damage sustained by us as a result of your breach of this Agreement. You shall deposit with us the amount so deducted (to make up for the shortfall) within seven (7) days after demand from us, failing which, we are entitled to terminate this Agreement in which event the remaining Service Retainer shall be forfeited and payable to us as liquidated damages without prejudice to our other rights or remedies under this Agreement or laws. Subject to the complete satisfaction of your obligations under this Agreement, we will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations, to you within thirty (30) days after the later of (i) the termination or expiration of this Agreement, (ii) the date on which you provide to us all bank account information necessary for us to make such payment and (iii) your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.

5.5 Except as otherwise provided for herein, there shall be no refunds of any fees or other amounts paid by you in connections with the Services.

5.6 Any changes to your Agreement may incur additional charges.

 

Term and Termination

6.1 The Agreement will be effective when signed by both parties (“Commencement Date”). Commitment Term shall commence on Plan/ Package purchase date. Validity date is as detailed in your Membership Details form. The Agreement will continue until terminated in accordance with the Agreement.

6.2 Termination by You. You may terminate the Agreement by providing 7 days’ written notice prior to the date you intend to terminate this agreement, and submit to us during regular business hours. After receiving such notice, we will deliver to you an Exit Form to complete and submit to us. If you terminate the Agreement prior to the end of your Commitment Term (or during any relevant termination notice period), your entire Membership Fee obligations shall become immediately due, and your service retainer shall be forfeited immediately as a result of your breach of this Agreement.

The Exit Form needs to be completely filled out and signed by the Authorized Representative. However, the termination of your Agreement and Termination Effective Date will be triggered upon your provision of written notice of termination to us, regardless of when you complete and submit the Exit Form. You will not be entitled to pro-ration with respect to last month’s Membership Fee.

6.3 Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement:

  • Upon breach of this Agreement by you or any of your Members;
  • Upon termination, expiration or material loss of our rights in the Main Premises;
  • If any outstanding fees are still due after we provide notice to you;
  • If you or any of your Members fail to comply with the terms and conditions of the Amphi Co-Project Platform Terms of Service, our Wireless Network Terms of Service, or any other policies or instructions provided by us or applicable to you;
  • If you or any of your Members create or condone to be created, in our absolute opinion, nuisance in the Main Premises;
  • If any of your or your Members’ acts, defaults or omissions affects any leases, permits or licenses which we hold in respect of the Main Premises or the Services; or
  • If at any other time, when we provide 7 business days’’ written notice to you and without being obliged to give any reasons to you.

In the event of termination of this Agreement pursuant to (1) and (3) – (6) above, you will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement. An individual Member will no longer be entitled to receive the Services and is no longer authorized to access the Main Premises upon the earlier of: (i) the termination or expiration of this Agreement; (ii) your removal of such Member from the Member List; or (iii) our notice to you that such Member has violated this Agreement. We may withhold or terminate Services of individual Members for any of the foregoing reasons; in such circumstances this Agreement will continue in full force and effect to the exclusion of the relevant Member.

6.4 Subject to the complete satisfaction of your obligations under this Agreement, we will return any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations, to you within thirty (30) days after the later of (i) the termination or expiration of this Agreement, (ii) the date on which you provide to us all bank account information necessary for us to make such payment and (iii) your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.

 

Removal of Property Upon Termination

7.1 Prior to the termination or expiration of this Agreement, you will remove all of you, your Members’ and your or their guests’ property from the Main Premise. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Main Premises after the termination or expiration of this Agreement and we will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling or disposal of such property.

7.2 You will be responsible for paying any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian, and you hereby agree to indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such property. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us and addressed to you.

 

House Rules

8.1 In addition to any rules, policies and/or procedures that are specific to the Main Premises, you acknowledge and agree that:

  • All of your Members are at least 18 years of age;
  • You shall promptly notify us of any change to your contact and/or payment information
  • We will provide notice to you of any changes to the Services, fees, or other updates via email. It is your responsibility to read such emails and to ensure that your Members are aware of any changes, regardless of whether we notify such Members directly;
  • For security reasons, we may, but have no obligation to, regularly record certain areas in the Main Premise via video;
  • You shall be solely and fully responsible for ensuring that any alcohol is consumed responsibly by your individual Members at the Main Premise and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
  • Common spaces are to be enjoyed by all our member companies and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
  • You will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Main Premise;
  • You will be responsible for any damage to the Main Premise other than normal wear and tear;
  • You will be responsible for replacement fees for any item(s) provided to you by the Amphi community team for temporary use should any such property be lost, stolen or destroyed;
  • We are not liable for any mail or packages received without an Amphi employee’s signature indicating acceptance;
  • You may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment and/or glass paneling) in the Main Premises without our prior approval. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration;
  • You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is resolved; and
  • You consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Amphi, alongside those of other member companies, on a public-facing “Membership” display on our website, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.

8.2 No member will:

  • Perform any activity or cause or permit anything that is reasonably likely to be disturbing, disruptive or dangerous or cause any nuisance to us or any other member companies, or our or their employees, guests or property, including without limitation the Office Space or the Main Premises;
  • Use the Services, the Main Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner; all Members shall act in a respectful manner towards other member companies and our and their employees and guests;
  • Misrepresent himself or herself to the Amphi community, either in person or on the Amphi Co-Project Platform;
  • Take, copy or use any information or intellectual property belonging to other member companies or their members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
  • Take, copy or use for any purpose (a) the name “Amphi” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property (“Intellectual Property”); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of the Main Premises, for any purpose, including competitive purposes, without our prior consent, provided that during the term of this Agreement you will be able to use “Amphi” in plain text to accurately identify an address or office location.  You acknowledge that Amphi owns all right, title and interest in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Amphi and yourself, without our prior consent, and this provision will survive termination of this Agreement;
  • Film within the Main Premises, including within the Office Space, without completing all required paperwork and receiving express written consent from Amphi;
  • Use the Office Space in a retail, medical, or other capacity involving frequent visits by members of the public, as a residential or living space, or for any exclusively non-business purpose;
  • Use our mail and deliveries services for fraudulent or unlawful purposes, for which we shall not be liable for any such use;
  • Store significant amounts of currency or other valuable goods or commodities in the Office Space that are not commonly kept in commercial offices; in the event that you do so, we will not be liable for any such loss;
  • Make any copies of any keys, keycards or other means of entry to the Office Space or the Main Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
  • Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required procedures according to our policies;
  • Operate any equipment within the Main Premises that has a higher heat output or electrical consumption than in a typical personal office environment, or places excessive strain on our electrical, IT, HVAC or structural systems, with such determination to be made in our sole discretion, without our prior approval;
  • Bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Office Space or the Main Premises; or
  • Bring any pets into the Main Premises, without our consent.

You are responsible for ensuring you, your members and guests comply with all House Rules and with all rules, policies and/or procedures that are specific to a Main Premises used by you, and agree that in the event of any penalty or fine resulting from the breach of any such rules, policies and/or procedures, you will be responsible for paying such penalty or fine.

 

Mail Handling (for UP & GO Package Members):

9.1 You agree that:

  • You have the responsibility to register all the appropriate company name(s) and contact person(s) for mail handling purposes.
  • Each Up & Go Package membership can only register only one (1) company name and one (1) trade name. You shall be required to provide us sufficient proof of identity and authorization to receive mail on behalf of the registered company name and/ or trade name. Additional names will incur additional charges.
  • You also agree and acknowledge to use and publicize the mailing address provided by Amphi Studios ONLY for use by and in conjunction with the company name, trade name and contact person as previously registered with Amphi Studios.
  • During the Suspension/Termination period, we will reject any mails, parcels or any objects sent to our address and are not responsible to notify you of such delivery.
  • You agree to adhere to the terms and conditions as detailed in Mailbox / Locker / Studio Storage Terms and Conditions section of Amphi Studios’ website.

 

Information Technology

10.1 Amphi provides shared Internet access to Members via a wireless or wired network connection. We do not make any representation or warranty as to the security of our network. We cannot guarantee a particular degree of availability will be achieved in connection with your use of our network. In order to utilize the printers, you will need to install the appropriate printer drivers onto your computer. In addition, you may request that we troubleshoot problems you may have with respect to printing, the Internet connection or other issues. If we provide such services, we will not be responsible for any damage to your equipment provided that we have not acted negligently.

 

Waiver of Claims

11.1 To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Amphi Parties”) and our landlords at the Main Premises resulting from injury or damage to, or destruction, theft, or loss of, any property or person, except to the extent caused by the gross negligence, willful misconduct or fraud of the Amphi Parties.

 

Indemnification and Limitation of Liability

12.1 To the extent permitted by law, the aggregate monetary liability of any of the Amphi Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Plans and/ or Package Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Amphi Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, or any loss of profits or business interruption.

12.2 You will indemnify the Amphi Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your Members or your or their guests or invitees, or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the Amphi Parties.

12.3 You are responsible for the actions of and all damages caused by all persons that you, your Members or your or their guests invite to enter the Main Premises, including but not limited to any vendors hired by you that enter the Main Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Amphi Parties unless you have first obtained our or the relevant Amphi Party’s written consent. None of the Amphi Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.

 

Insurance


13.1 You shall maintain personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests and prevention of or denial of use of or access to, all or part of the Main Premises, in form and amount appropriate to your business. In addition, you are responsible for maintaining, at your own expense and at all times during the Term, workers’ compensation insurance providing statutory benefits in accordance with the law and employer’s liability in an amount appropriate to your business.

 

Other Members & Third Party Services


14.1 We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, Members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

14.2 Services do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership even if they appear on your Amphi invoice. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate agreements between you and the applicable Third-Party Service Providers. These Third-Party Service Providers’ terms and conditions will govern the relevant Third-Party Services.

14.3 Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623, Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any terms of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

 

Privacy

15.1 We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of our Privacy Policy, which can be found on our website, and in accordance with all applicable data protection laws. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. You hereby (i) undertake, where necessary, to obtain consent from such Member to the collection, processing, transferring and securing of data described herein and (ii) confirm that you in fact collect and process such Member’s personal data in accordance with applicable law.

 

Arbitration


16.1 Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

 

Miscellaneous


17.1 Nature of the Agreement; Relationship of the Parties. The whole of the Main Premises and Office Space remains in our possession and control. Your agreement with us is a contract for the provision of services and we are giving you the right to share with us the use of the Office Space and/ or Main Premise so that we can provide the Services to you. You do not have exclusive possession to any part of the Office Space. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Main Premises, the Office Space or anything contained in or on the Main Premises or Office Space. This Agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. You acknowledge and agree that you are entering into this Agreement for the purposes of and in the course of your trade, business and/or profession, and not as a consumer. Neither party will in any way misrepresent our relationship.

17.2 Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

17.3 Subordination. This Agreement is subject and subordinate to our Lease and to any supplemental documentation and to any other agreements to which our Lease is subject or subordinate.  However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.

17.4 Severable Provisions. If at any time any one or more of the provisions of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.

17.5 Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. Amphi may send notices to either (or both) the Primary Member or the Authorized Signatory, as Amphi determines in its reasonable discretion.  Notices related to the physical Office Space, Main Premises, members, other member companies or other issues in the Main Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Amphi should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.

17.6 Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including”, “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

17.7 No Assignment. You may not assign or transfer all or any part of your rights, benefits or obligations under this Agreement to any other person without our prior written consent of. We may assign this Agreement without your consent.

17.8 Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (.pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date.

 

Anti-Money Laundering

18.1 You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.

 

Entire Agreement

19.1 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

 

Language

20.1 If there is any conflict between the Chinese and the English versions, the English version shall prevail.