1.1 To access and use the Services, you must register for a hailido account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. hailido may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

1.2 You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

1.3 You confirm that you are receiving any Services provided by hailido for the purposes of carrying on a business activity and not for any personal, household or family purpose.

1.4 You acknowledge that hailido will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to hailido and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with hailido can only be authenticated if they come from your Primary Email Address.

1.5 You are responsible for keeping your password secure. hailido cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

1.6 Technical support in respect of the Services is only provided to hailido Users. Questions about the Terms of Service should be sent to hailido Support.

1.7 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by hailido.

1.8 You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside hailido’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

1.9 You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

1.10 You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to hailido or its affiliates.

2.1 Store Owner

2.1.1 Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.

2.1.2 If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.1.3 Your hailido Store can only be associated with one Store Owner. A Store Owner may have multiple hailido Stores. You agree to use hailido Checkout for your store. “Store” means the online store (whether hosted by hailido or on a third-party website), or any storefront built on top of the Storefront API) or physical retail location(s) associated with the Account.

2.2 Staff Accounts

2.2.1 Based on your hailido pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).

2.2.2 The Store Owner is responsible for: (a) ensuring it’s employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Store Owner’s employees, agents or subcontractors. The Store Owner acknowledges and agrees that Store Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.

2.2.3 The Store Owner and the users under Staff Accounts are each referred to as a “hailido User”.

2.3 Stripe Checkout

2.3.1 Upon completion of sign up for the Service, if you have been enrolled in Stripe Checkout account, you can choose to use Stripe Checkout on your store. For the avoidance of doubt, Stripe Checkout is a Third-Party Service, as defined in Section 9.2.1 of these Terms of Service.

2.3.2 By using Stripe Checkout on your Store, you are agreeing to be bound by the Payment Method Terms of Stripe, Inc., as they may be amended by Stripe, Inc. from time to time. If Stripe, Inc. amends the Payment Method Terms, such amendments will be effective as of the date of posting by Stripe, Inc. Your continued use of Stripe Checkout on your Store after the amended Payment Method Terms of Stripe, Inc. are posted constitutes your agreement to, and acceptance of, the amended Payment Method Terms of Stripe, Inc. If you do not agree to any changes to the Payment Method Terms of Stripe, Inc., de-activate your Stripe Checkout account and do not continue to use Stripe Checkout on your Store.

2.4 QFPay Payment Services

2.4.1 Upon completion of sign up for the Service, if you have been enrolled in QFPay Payment Services, you can choose to use QFPay Payment Services on your store. For the avoidance of doubt, QFPay Payment Services is a Third-Party Service, as defined in Section 9.2.1 of these Terms of Service.

2.4.1 By using QFPay Payment Services on your Store, you are agreeing to be bound by the Terms of QFPay Haojin Fintech Limited, as they may be amended by QFPay Haojin Fintech Limited from time to time. If QFPay Haojin Fintech Limited amends the Terms, such amendments will be effective as of the date of posting by QFPay Haojin Fintech Limited. Your continued use of QFPay Payment Services on your Store after the amended Terms of QFPay Haojin Fintech Limited are posted constitutes your agreement to, and acceptance of, the amended Terms of QFPay Haojin Fintech Limited. If you do not agree to any changes to the Terms of QFPay Haojin Fintech Limited, de-activate your QFPay Payment Services account and do not continue to use QFPay Payment Services on your Store.

2.5 Standard Chartered Bank (Hong Kong) Limited Services

2.5.1 Upon completion of sign up for the Service, if you have been enrolled in Standard Chartered Bank (Hong Kong) Limited Services (“Standard Chartered Services”), you can choose to use Standard Chartered Services in your subscribed hailido Services. For the avoidance of doubt, Standard Chartered Services is a Third-Party Service, as defined in Section 9.2.1 of these Terms of Service.

2.5.2 By using Standard Chartered Services in your subscribed hailido Services, you are agreeing to be bound by the Terms of Standard Chartered Bank (Hong Kong) Limited, as they may be amended by Standard Chartered Bank (Hong Kong) Limited from time to time. If Standard Chartered Bank (Hong Kong) Limited amends the Terms, such amendments will be effective as of the date of posting by Standard Chartered Bank (Hong Kong) Limited. Your continued use of Standard Chartered Services in your subscribed hailido Services after the amended Terms of Standard Chartered Bank (Hong Kong) Limited are posted constitutes your agreement to, and acceptance of, the amended Terms of Standard Chartered Bank (Hong Kong) Limited. If you do not agree to any changes to the Terms of Standard Chartered Bank (Hong Kong) Limited, de-activate your Standard Chartered Services account and do not continue to use Standard Chartered Services in your subscribed hailido Services.

3.1 The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

3.2 hailido does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.

3.3 We reserve the right to provide our Services to your competitors and make no promise of exclusivity.

3.4 In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, or confirmation of your status as an employee of an entity.

3.5 hailido reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, hailido reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4.1 You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your hailido Store.

4.2 You are responsible for the creation and operation of your hailido Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, hailido will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.

4.3 You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

4.4 You may not use hailido Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

5.1 You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales and/or number of transactions through your Store (“Service Fees”), and any fees relating to your use of any products or services such as API integration to your Store with Third Party Services authorised by hailido (“Additional Fees”). Together, the Subscription Fees, Service Fees and Additional Fees are referred to as the “Fees”.

5.2 hailido’s measurement tools will be used to determine your usage of the Services and any such determination by hailido for the purpose of calculating Fees is final.

5.3 Fees will be billed monthly in arrears on the 1^st calendar day of the month. Any partial month of Subscription will be billed pro rata and rounded up to a full day of monthly Subscription for the purposes of calculating Subscription Fees.

5.4 All payments are due in the currency stated on the invoice.

5.5 Payments for invoices are due 30 days after the invoice date (unless otherwise specified on the invoice) and are considered overdue after such date.

5.6 Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

5.7 You are responsible for any Taxes, and will pay hailido for the Services without any reduction for Taxes. If hailido is obligated to collect or pay any Taxes, the Taxes will be invoiced to you and you will pay such Taxes to hailido, unless you provide hailido with a timely and valid tax exemption certificate in respect of those Taxes.

5.8 Any payment disputes must be submitted before the payment due date. If you determine that certain billing inaccuracies are attributable to hailido, hailido will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, hailido will apply the credit memo amount to the disputed invoice and you will be responsible for paying the resulting net balance due on that invoice. Nothing in this Agreement obligates hailido to extend credit to any party.

5.9 If your payment for the Services is overdue, hailido may Suspend the Services until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by hailido in collecting such delinquent amounts.

5.10 hailido may change the Prices at any time unless otherwise expressly agreed in an addendum or Order Form. hailido will notify you at least 30 days in advance of any changes. The pricing will change at the beginning of your next billing cycle after the 30-day period.

6.1 “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. hailido’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

6.2 Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (b) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (c) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7.1 You expressly understand and agree that, to the extent permitted by applicable laws, hailido and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

7.2 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, hailido partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws, or your breach of the Terms of Service.

7.3 You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

7.4 Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

7.5 hailido does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

7.6 hailido does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

7.7 hailido is not responsible for any of your tax obligations or liabilities related to the use of hailido’s Services.

7.8 hailido does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8.1 Your Materials

8.1.1 We do not claim ownership of the Materials you provide to hailido; however, we do require a license to those Materials. You grant hailido a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of hailido and agree that this waiver may be invoked by anyone who obtains rights in the materials through hailido, including anyone to whom hailido may transfer or grant (including by way of license or sublicense) any rights in the Materials.

8.1.2 If you owned the Materials before providing them to hailido then, despite uploading them to your hailido Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your hailido Store at any time by deleting your Account. Removing your hailido Store does not terminate any rights or licenses granted to the Materials that hailido requires to exercise any rights or perform any obligations that arose during the Term.

8.1.3 You agree that hailido can, at any time, review and delete any or all of the Materials submitted to the Services, although hailido is not obligated to do so.

8.1.4 You grant hailido a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that hailido requires the license to exercise any rights or perform any obligations that arose during the Term.

8.2 hailido Intellectual Property

8.2.1 You agree that you may not use any trademarks, logos, or service marks of hailido, whether registered or unregistered, unless you are authorized to do so by hailido in writing. You agree not to use or adopt any marks that may be considered confusing with the hailido Trademarks. You agree that any variations or misspellings of the hailido Trademarks would be considered confusing with the hailido Trademarks.

8.2.2 You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include hailido or hailido Trademarks or that use or include any terms that may be confusing with the hailido Trademarks.

8.2.3 You acknowledge and agree that the Terms of Service do not give you any right to implement hailido patents.

9.1 hailido Customer Portal

9.1.1 The hailido Customer Portal is a hailido application that is available to hailido Merchants to engage with customers that use the hailido Customer Portal (each, a “hailido Customer Portal User”).

9.1.2 We may display your Materials, including product or service listings, Your Trademarks and any other content, data, or information from your hailido on the hailido Customer Portal. While the hailido Customer Portal enables hailido Customer Portal Users to shop natively in the hailido Customer Portal, the transaction is completed on your hailido Store. For clarity and avoidance of doubt, Section 7 (Limitation of Liability) and Section 8 (Intellectual Property) apply to the use of your Materials on the hailido Customer Portal and your responsibility for your Materials and purchases made through your hailido Store.

9.2 Third-Party Services

9.2.1 hailido may from time to time recommend, provide you with access to, or enable third-party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable third-party services provider (“Third-Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers.

9.2.2 Any use by you of Third-Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. In some instances, hailido may receive a revenue share from Third-Party Providers that hailido recommends to you or that you otherwise engage through your use of the Services.

9.2.3 We do not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that hailido has no control over Third-Party Services and will not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on hailido, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with hailido. hailido does not guarantee the availability of Third-Party Services and you acknowledge that hailido may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. hailido is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. hailido strongly recommends that you seek specialist advice before using or relying on Third-Party Services, to ensure they will meet your needs.

9.2.4 If you install or enable a Third-Party Service for use with the Services, you grant us permission to allow the applicable Third-Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third-Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. hailido is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.

9.2.5 The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and hailido is not obligated to intervene in any dispute arising between you and a Third-Party Provider.

9.2.6 Under no circumstances will hailido be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider. These limitations will apply even if hailido has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

9.2.7 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, hailido partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.

10.1 hailido welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third-Party Services or any Third-Party Provider (collectively, “Feedback”) to hailido be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to hailido (whether submitted directly to hailido or posted on any hailido hosted forum or page), you waive any and all rights in the Feedback and that hailido is free to implement and use the Feedback if desired, as provided by you or as modified by hailido, without obtaining permission or license from you or from any third party. Any reviews of a Third-Party Service or Third-Party Provider that you submit to hailido must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. hailido reserves the right (but not the obligation) to remove or edit Feedback of Third-Party Services or Third-Party Providers, but does not regularly inspect posted Feedback.

11.1 hailido is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that hailido’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

12.1 Any agreements that you have for hailido Services will apply with the entity that corresponds with your billing country, as identified in the table below. This entity will bill you and provide first line support to you. Otherwise, your agreements for the Services remain unchanged.

12.2 Billing Country and Contracting Entity

13.1 The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).

13.2 You may cancel your Account and terminate the Terms of Service at any time by contacting hailido in writing and then following the specific instructions indicated to you in hailido’s response.

13.3 Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

13.4 Upon termination of the Services by either party for any reason:

• hailido will cease providing you with the Services and you will no longer be able to access your Account;
• unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
• any outstanding balance owed to hailido for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
• your hailido Store will be taken offline.

13.5 If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

14.1 We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the hailido administrative console, or by similar means. However, hailido may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

14.2 hailido may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the hailido administrative console, or by similar means. hailido will not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

15.1 The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and hailido and govern your use of the Services and your Account, superseding any prior agreements between you and hailido (including, but not limited to, any prior versions of the Terms of Service).

15.2 The failure of hailido to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

15.3 Save for hailido and its affiliates, you or anyone accessing hailido Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

15.4 The Terms of Service will be governed by and construed in accordance with the laws of United Kingdom and any dispute relating thereto shall be subject to the non-exclusive jurisdiction of the courts of United Kingdom.

15.5 The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and hailido’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.hailido.com/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by hailido (acting in its sole discretion) or as required by applicable law.

15.6 All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. hailido will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without hailido’s prior written consent, to be given or withheld in hailido’s sole discretion.

15.6 If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

15.7 On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8 (Intellectual Property and Your Materials), 9 (Additional Services), 10 (Feedback and Reviews), 11 (Privacy and Data Protection), 12 (Term and Termination), 13 (Modifications), and 14 (General Conditions) will survive the termination or expiration of these Terms of Service.