Last updated 07/03/2024

TABLE OF CONTENTS

1. AGREEMENT TO TERMS 2. INTELLECTUAL PROPERTY 3. USER REPRESENTATIONS 4. USER REGISTRATION 5. MARKETPLACE OFFERINGS 6. PURCHASES AND PAYMENT 7. RETURN/REFUNDS POLICY 8. PROHIBITED ACTIVITIES 9. USER GENERATED CONTRIBUTIONS 10. CONTRIBUTION LICENCE 11. GUIDELINES FOR REVIEWS 12. MOBILE APPLICATION LICENCE 13. SUBMISSIONS 14. THIRD-PARTY WEBSITES AND CONTENT 15. ADVERTISERS 16. SITE MANAGEMENT 17. PRIVACY POLICY 18. COPYRIGHT INFRINGEMENTS 19. TERM AND TERMINATION 20. MODIFICATIONS AND INTERRUPTIONS 21. GOVERNING LAW 22. DISPUTE RESOLUTION 23. CORRECTIONS 24. DISCLAIMER 25. LIMITATIONS OF LIABILITY 26. INDEMNIFICATION 27. USER DATA 28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES 29. MISCELLANEOUS 30. CONTACT US

1. AGREEMENT TO TERMS

These Terms of Use (together with the End User Licence Agreement (https://surprice101.com/end-user-license) and the Privacy Notice (https://surprice101.com/privacy-policy) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Surprice101 Limited ("Company", “we”, “us”, or “our”), concerning your access to and use of the surprice101.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for the following goods, products, and/or services: general products and services (the “Marketplace Offerings”). In order to help make the Site a secure environment for the purchase and sale of Marketplace Offerings, all users are required to accept and comply with these Terms of Use, including the User Agreement posted on the Site, which are incorporated into these Terms of Use. You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THE END USER LICENCE AGREEMENT AND THE PRIVACY NOTICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms of Use every time you use our Site so that you understand which terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

2. INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in the Site and the Marketplace Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”), and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws and treaties around the world. All such rights are reserved. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged (except where the content is user-generated). We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks. If you print off, copy, download, share or repost any part of the Site in breach of these terms of use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

3. USER REPRESENTATIONS

By using the Site or the Marketplace Offerings, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (5) you will not access nor conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Site or any services provided via, or in relation to, the Site or the Marketplace Offerings through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorised purpose; and (7) your use of the Site or the Marketplace Offerings will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You may not use the Site or the Marketplace Offerings for any illegal or unauthorised purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorised Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorised products or content may result in immediate termination of your account and a lifetime ban from use of the Site. We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site. Although we make reasonable efforts to update the information on the Site, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up to date. We do not carry out independent verifications on any information supplied by third parties on the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.

4. USER REGISTRATION

You may be required to register with the Site in order to access the Marketplace Offerings. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. This Site may include information and materials uploaded by other users of the Site, including to social media pages, video-sharing sites, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on the Site do not represent our views or values.

5. MARKETPLACE OFFERINGS

We make every effort to display as accurately as possible the colours, features, specifications, and details of the Marketplace Offerings available on the Site. However, we do not guarantee that the colours, features, specifications, and details of the Marketplace Offerings will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colours and details of the products. All Marketplace Offerings are subject to availability, and we cannot guarantee that Marketplace Offerings will be in stock. Certain Marketplace Offerings may be available exclusively online through the Site. Such Marketplace Offerings may have limited quantities and are subject to return or exchange only according to the return and exchange policy of the respective merchants and our Return Policy. We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.

6. PURCHASES AND PAYMENT

We accept the following forms of payment: - Visa - Mastercard You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in H.K. dollars. You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorise us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

7. RETURN/REFUNDS POLICY

Please review our Return Policy posted on the Site prior to making any purchases.

8. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us. As a user of the Site, you agree not to: ▪ Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. ▪ Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. ▪ Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. ▪ Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. ▪ Use any information obtained from the Site in order to harass, abuse, or harm another person. ▪ Make improper use of our support services or submit false reports of abuse or misconduct. ▪ Use the Site in a manner inconsistent with any applicable laws or regulations. ▪ Engage in unauthorised framing of or linking to the Site. ▪ Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Marketplace Offerings. ▪ Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. ▪ Delete the copyright or other proprietary rights notice from any Content. ▪ Attempt to impersonate another user or person or use the username of another user. ▪ Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). ▪ Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. ▪ Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to you. ▪ Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site. ▪ Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. ▪ Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. ▪ Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorised script or other software. ▪ Use a buying agent or purchasing agent to make purchases on the Site. ▪ Make any unauthorised use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences. ▪ Use the Marketplace Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise. ▪ Use the Site to advertise or offer to sell goods and services. ▪ Sell or otherwise transfer your profile. ▪ Post content that is obscene, vulgar, defamatory, or otherwise offensive. This may include content that promotes hate speech, violence, or discrimination based on characteristics like race, gender, or sexual orientation. ▪ Engage in fraudulent activities such as phishing, spamming, or creating fake accounts or listings. This may also include activities like manipulating feedback or ratings, or engaging in price gouging or other deceptive pricing practices. ▪ Attempt to access or manipulate the marketplace's servers, databases, or other systems without authorisation. This may also include attempting to inject malware or other malicious code into the marketplace's systems. ▪ Use copyrighted or trademarked material without permission, or from selling counterfeit or infringing products. ▪ Engage in practices that violate consumer protection laws or regulations, such as making false or misleading claims about their products or services, or engaging in unfair or deceptive sales practices.

9. USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that: ▪ The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. ▪ You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. ▪ You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use. ▪ Your Contributions are not false, inaccurate, or misleading. ▪ Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. ▪ Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). ▪ Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. ▪ Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. ▪ Your Contributions do not violate any applicable law, regulation, or rule. ▪ Your Contributions do not violate the privacy or publicity rights of any third party. ▪ Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. ▪ Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. ▪ Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation. ▪ You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. ▪ You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. ▪ You must not upload any material that could incite a terrorist offence, solicit any person to participate in terrorist activities, provide instruction on any method or technique for committing a terrorist offence or threaten to commit a terrorist offence. Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, our reporting to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site and the Marketplace Offerings will cease immediately.

10. CONTRIBUTION LICENCE

By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sublicences of the foregoing. The use and distribution may occur in any media formats and through any media channels. This licence will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights or of their right to privacy. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorise any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions. If you wish to contact us in relation to content you have uploaded to the Site and that we have taken down, please contact customer.service@surprice101.com. We do not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Site. You should use your own virus protection software.

11. GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organise a campaign encouraging others to post reviews, whether positive or negative. We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and licence to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

12. MOBILE APPLICATION LICENCE

Use Licence If you access the Marketplace Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application licence contained in these Terms of Use. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application. Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Marketplace Offerings: (1) the licence granted to you for our mobile application is limited to a non-transferable licence to use the application on a device that utilises the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application licence contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that you are located in the Permitted Territory and purchase and acquire products and or services for their use in the Permitted Territory only (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application licence contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application licence contained in these Terms of Use against you as a third-party beneficiary thereof.

13. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

14. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites. You are also responsible for ensuring that all persons who access The Site through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

15. ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

16. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.

17. PRIVACY POLICY

We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Notice posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site and the Marketplace Offerings are hosted in the Hong Kong Special Administrative Region, People’s Republic of China (“Hong Kong”). If you access the Site or the Marketplace Offerings from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Hong Kong, then through your continued use of the Site, you are transferring your data to Hong Kong, and you agree to have your data transferred to and processed in Hong Kong.

18. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

19. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

20. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings. We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

21. GOVERNING LAW

These terms shall be governed by and defined following the laws of Hong Kong.

22. DISPUTE RESOLUTION

Informal Negotiations To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any court proceedings. Such informal negotiations commence upon written notice from one Party to the other Party. Failing a resolution between the Parties by negotiations, Surprice101 Limited and yourself irrevocably consent that the courts of Hong Kong which shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms of Use.

23. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

24. DISCLAIMER

THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

25. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR HKD[10million ]. CERTAIN INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. For the avoidance of doubt, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. If you are a business user: We exclude all implied conditions, warranties, representations or other terms that may apply to the Site or any content on it. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: - use of, or inability to use, the Site; or - use of or reliance on any content displayed on the Site. In particular, we will not be liable for: - loss of profits, sales, business, or revenue; - business interruption; - loss of anticipated savings; - loss of business opportunity, goodwill or reputation; or - any indirect or consequential loss or damage. 1. If you are a consumer user, please note that we only provide the Site for domestic and private use. You agree not to use the Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

26. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Marketplace Offerings; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site or the Marketplace Offerings with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

27. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

29. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. 1. Obligation on user Visitors and users of the online marketplace are expected to comply with all applicable laws and regulations, and to behave in a manner that is respectful and professional. They should not engage in any activities that are illegal, fraudulent, or harmful to other users or the marketplace itself. Violations of these expectations may result in account suspension or termination. 2. Obligation on merchant Merchants who participate in the online marketplace are expected to provide accurate and reliable information to buyers, and to comply with all applicable laws, including the Trade Descriptions Ordinance (Cap. 362). Merchants should not engage in any activities that violate the law or the terms of their agreement with the marketplace. Violations may result in account suspension or termination, and paid bids are non-refundable. 3. Complaint process 3.1. Scope At Surprice101, we provide dispute resolution services for buyers and sellers who have encountered issues related to transactions or reservations made on our marketplace. To initiate a dispute on our platform, buyers must have reasonable suspicion that the merchant has violated the aforementioned obligations. Only under such circumstances can a buyer initiate a dispute. Our dispute resolution process covers a range of common issues that can arise on an online marketplace, such as non-delivery of goods or services, delivery of goods or services that do not match their description, and payment disputes. 3.2. Dispute process 3.2.1. Initiation of Dispute: Surprice101 is a platform to facilitate buy and sale of Marketplace Offerings between the buyer and the seller/merchant. If there is any dispute between the buyer and the seller/merchant, Surprice101 will use its best enedeavour to assist the parties to resolve the dispute. In this respect, the buyer must initiate the dispute by contacting Surprice 101 and the marketplace owner through the designated channel for dispute resolution. The buyer must provide all relevant details of the dispute including the transaction or reservation details, the issue(s) in question, and any supporting documentation. Time Frame: Within 7 business days of the transaction or reservation. Required Information: Transaction or reservation details, issue(s) in question, supporting documentation. 3.2.2. Review of Dispute: The marketplace owner will review the dispute and attempt to resolve it through mediation and update all progresses and communications to Surprice101. Surprice101 may request additional information from the buyer or seller to better understand the situation. Time Frame: Within 14 business days of receiving the dispute notification. Required Information: Any additional information requested by Surprice101. 3.2.3. Arbitration: If mediation is unsuccessful, Surprice101 will conduct an arbitration to resolve the dispute in its own rules. The arbitration will be conducted in accordance with the applicable laws and regulations of Hong Kong. Time Frame: Within 30 business days of the initiation of the dispute. 3.2.4. Arbitration Decision: Surprice101 will render a decision in writing within 14 business days of the conclusion of the arbitration. The decision will be final and binding on the parties involved in the dispute. Time Frame: Within 14 business days of the conclusion of the arbitration. 3.2.5. Enforcement of Decision: The decision of Surprice101 will be enforced by the Surprice101. The buyer and seller/merchant agree to comply with the decision and any related actions required by Surprice101 to resolve the dispute. 4. Registration process Merchants who wish to participate in the online marketplace must submit their application to Surprice101 with the required documents, including but not limited to identification and business operation proof, testimonials from suppliers/distributors, and authorisation from distributors. The application will be reviewed by Surprice101 to ensure that the merchant company is properly registered and has a track record of reliable business operations. 5. Merchant Membership and Charged Bid Policy Membership Subscription In order to list their products or services on the Surprice101 platform, the merchant must have a valid membership subscription. The membership plans are subject to change by Surprice101, and any upgrade or downgrade of the current subscription will take effect on the next subscription period. Bid Deduction: Whenever a visitor clicks to view their products, a bid will be automatically deducted from the merchant's account balance or monthly allowance. Monthly Free Bids: Each merchant will receive monthly free bids as included in their membership subscription. Unused free bids will be carried forward to the next month. Account Balance: If a merchant wants to receive more bids than their monthly allowance, they can top up their account balance using the Stripe API and agreeing to the terms of the transaction. Minimum Required Balance: There is a minimum required balance, and if the balance falls below this threshold, a notification will be sent to the merchant requesting them to top up their account as soon as possible. Negative Balance: If the balance becomes negative, or the merchant's listings are temporarily suspended until the balance is topped up to the minimum required balance. The suspension may include hiding, deactivating, or losing all or part of the merchant listings. Bid Price: The platform owner may change the cost of a bid at any time, and the bid price may vary depending on the product, category, or other factors. Non-Refundable Fee: Membership fees and paid bids are non-refundable. Abnormal Bid Reporting: Merchants who observe abnormal bid activity on their listings should report it to the platform admin for further investigation. The platform admin will review the report and determine whether to take appropriate action. Any exemptions will be considered on a case-by-case basis. Surprice101 reserves the right to change any policy related to bid prices, membership fees, or any other aspect of this policy at any time without prior notice. Surprice101 reserves the right to make all final decisions regarding any aspect of this policy. 6. 101 Promotion Policy This policy sets out the terms and conditions that govern the 101 Promotion of goods on Surprice101 (“we”, “our” or “us”) online marketplace. By participating in the Sale, the buyer agrees to be bound by the terms and conditions of this policy. 6.1. Responsibility Selling of the good: Surprice101 is responsible for selling the goods listed on our online marketplace during the Sale. Shipping: The shipping of the goods purchased during the Sale will be handled by a third-party freight forwarder. Surprice101 is not responsible for any shipping-related issues that may arise. Service provision: Any service provision including but not limited installation that may be required for the goods purchased during the Sale will be the responsibility of a third-party contractor. Surprice101 is not responsible for any installation-related issues that may arise. Product quality / damage / refund: The distributor or supplier of the goods listed on our online marketplace is responsible for the quality of the goods, any damage that may occur during shipping or installation, and any refund requests that may be made by the buyer. 6.2. Payment Surprice101 will handle all payments for goods purchased during the Sale only through escrow. Upon completion of the transaction, Surprice101 will release the funds to the supplier at the agreed-upon consolidation day. The buyer is responsible for ensuring that they have sufficient funds in their account to cover the cost of the goods purchased during the Sale. 6.3. Return and Refund Policy Our return policy only accepts damaged goods, subject to the supplier’s return agreement. If a return is necessary, the buyer must approach the supplier or distributor in accordance with their relevant agreement. Buyers are prohibited from applying for a chargeback with their card centre after payment is complete. Instead, any refund requests should be submitted to Surprice101. Upon approval, the refund amount will be returned to the buyer’s original payment method within two months, subject to the Stripe agreement. Surprice101 is not responsible for any loss or damage that may occur during any part of the transaction process, including shipping, installation, or returns. By participating in the Sale, the user acknowledges and agrees that Surprice101 is not responsible for any issues that may arise during the transaction process, including but not limited to shipping, installation, and refunds. The buyer also acknowledge and agree to abide by the terms and conditions of this policy. 7. Other agreements Surprice101 provides a platform for buyers and sellers to transact with each other. Surprice101 does not participate in the transaction contract between a buyer and seller and only provides the medium for facilitating any transaction. As such, Surprice101 is not responsible for any losses or damages related to transactions between buyers and sellers. Buyers have the responsibility to verify the credibility of the merchant and to ensure that they have the necessary funds to complete the transaction. Sellers have the responsibility to accurately represent their products or services and to fulfil their obligations under the transaction. By using our platform, you (the buyer or the seller) agree to release Surprice101 from any liability or claims related to transactions between buyers and sellers, and to indemnify and hold Surprice101 harmless from any losses or damages arising from your use of the platform. Surprice101 reserves the right to decide the ranking, display, hiding, or alteration of listings. This is to ensure that the marketplace remains fair and impartial, and that all users have an equal opportunity to participate.

30. CONTACT US

If you become aware of any material that could comprise or be connected to child sexual abuse or exploitation or that could comprise terrorist content or be connected to terrorism, please contact us immediately on customer.service@surprice101.com. If you wish to complain about any other content and in order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at: E 1/F DELYA INDUSTRIAL CENTRE 7 SHEK PAI TAU ROAD TUEN MUN N.T.