Please read these Terms and Conditions (“Terms”) carefully.  By accessing or using the Space2POP Platform, you agree to comply with and be bound by these Terms.

  1. Space2POP Platform 
    1. The Space2POP Platform (hereafter referred to as “Space2POP”, “Platform”, “we”, “us”, or “our”) is an online marketplace that allows both offline and online shop owners (“Consignees”) who offer consignment or temporary retail space (“Pop-up“) services (“Services”) to publish such Services on the Space2POP Platform (“Listings”) and to communicate directly with registered users who want to book such Services (registered users offering the Services are “Consignees” and registered users using the Services are “Consignors”).  The Listings, Services and consigned items (“Products”) listed on our Platform are not owned, leased or operated by us.
    2. As the provider of the Space2POP Platform, we do not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products or Services, nor are we an organizer or a retailer or a distributor or a manufacturer of the Products shown on the Platform.  Consignees alone are responsible for their Services. When Consignors or Consignees make or accept a consignment booking, whether in person or online, they are entering into a contract with each other directly.  Space2POP is not and does not become a party in any contractual relationship between the Consignors and Consignees, nor is Space2POP going to bear any legal liability. 
    3. You acknowledge that we have no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services or Products, (ii) the truthfulness or accuracy of any descriptions to the Services, Products, or ratings and reviews submitted by other users, or (iii) the performance or conduct of any Consignors or Consignees.  We do not endorse any Consignors, Consignees, Services or Products.
    4. You acknowledge that you would exercise due diligence and care when deciding whether to book or accept the Services or Products, and would communicate and interact with the Consignors or Consignees entirely at your own risk.  
    5. If you choose to use the Space2POP Platform as a Consignor or Consignee, your relationship with Space2POP is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Space2POP in any circumstance, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Space2POP.  Space2POP does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Services or Products. You acknowledge and agree that you have complete discretion over your Listings, Services or Products in other business or employment activities. 
    6. We may, at our sole discretion, display the Listings, Services or Products on other websites, in applications, within emails, and online and offline advertisements in order to promote Space2POP Platform and to increase the exposure of Consignors, Consignees, Listings, Services and Products. 
    7. The Platform may contain links to third-party websites that promote or offer goods or services provided by a third-party (“Third-Party Services”). Such third-party websites and Third-Party Services may be subject to different terms and conditions and privacy practices. Space2POP is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services.  Links to such Third-Party Services shall not be regarded as an endorsement by Space2POP.
  1. Use of Space2POP Platform
    1. Space2POP may, at its sole discretion, enable Consignors and Consignees to (i) create, upload, post, send, receive and store content, such as text, graphics, logos, photos, audio, video, URLs, trademarks or other materials and information on or through the Space2POP Platform (“User Content“); and (ii) access and view User Content and any content that Space2POP itself makes available on or through the Space2POP Platform, including proprietary Space2POP content and any content licensed or authorized for use by or through Space2POP from a third-party (“Space2POP Content” and together with User Content, “Collective Content“).  
    2. Subject to your compliance with our Terms, Space2POP grants you a limited, non-exclusive, revocable (with or without cause), non-transferable right and license to use our services.
    3. You must comply with the applicable laws in the Hong Kong Special Administrative Region (“HKSAR”) and the laws where the Services are located.
    4. The use of our services on the Space2POP Platform is subject to separate guidelines, policies and standards that may require your acceptance in addition to these Terms.  The said guidelines, policies and standards shall form part of these Terms and may be updated by us at any time without prior notice. 
    5. Space2POP may access to and make use of all features and functions of the Platform for the purpose of, including but not limited to, verifying User Content, managing the quality of User Content and collecting feedbacks from other User in relation to your Listing, Products or User Content.  We, at our absolute discretion, may request user to make any necessary changes to the contents or Listings as we think fit and you are obliged to comply with.
    6. You warrant that any Listings, Products or consignment bookings you made on Space2POP platform are genuine that either you are the owner of the shop or the Products or you have sufficient rights and capacity to offer or accept such Services published on Space2POP. 
    7. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Consignor or Consignee’s identity.  Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Consignors or Consignees to provide identification or other information or undertake checks to help verify the identities or backgrounds of the Consignors or Consignees.
    8. Revised Terms are effective from the date they are posted on the Space2POP Platform.  If you disagree with the revised Terms, you must terminate this Agreement with immediate effect.  You would be deemed to have accepted the revised Terms with your continued access to the Platform after the revision has become effective. 
    9. We reserve the right to change, modify, cancel or suspend, whether temporarily or permanently, in whole or in part of the services on the Platform at any time, for any reason, without prior notice.
    10. You acknowledge that Space2POP has no obligation to monitor the access to or use of the Space2POP Platform by any Consignor or Consignee, but has the right to do so to (i) operate, secure and improve the Space2POP Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Consignors or Consignees’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to any content that we determine to be harmful or objectionable; or (v) as otherwise set forth in these Terms.
    11. You acknowledge that we do not guarantee our Platform will be secure or free from bugs or viruses.
    12. You are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Space2POP Platform. In connection with your use of the Space2POP Platform, you will not and will not assist, enable, authorize or encourage others to:
      1. Upload to, or transmit through our Platform any data, file, software or link that contains or redirects to a virus, Trojan Horse worm or other harmful components;
      2. Commit any act to avoid the payment of any applicable fees and/or charges; 
      3. Use our Platform to send, post, or otherwise communicate any content which is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, profane, invasive of another person’s privacy, or racially, ethnically or otherwise objectionable;
      4. Use our Platform for any purpose for which it is not designed or intended;
      5. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies or standards;
      6. Use our Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Space2POP endorsement, partnership or otherwise misleads others as to your affiliation with Space2POP;
      7. Copy, store or otherwise access or use any information, including personally identifiable information about any other Consignor or Consignee, contained on our Platform in any way that is inconsistent with Space2POP’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Consignors, Consignees or third parties;
      8. Use our Platform in connection with the distribution of unsolicited commercial messages (“spam“);
      9. Make any fraudulent, false, misleading Listing, consignment booking or falsely offer to consign any Product; 
      10. Discriminate against or harass anyone on the basis of race, political opinion, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
      11. Use, display, mirror or frame the Space2POP Platform or Collective Content, or any individual element within the Space2POP Platform, Space2POP’s name, any Space2POP trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Space2POP Platform, without Space2POP’s express written consent;
      12. Dilute, tarnish or otherwise harm the Space2POP brand in any way, including through unauthorized use of Collective Content, registering and/or using Space2POP or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Space2POP domains, trademarks, taglines, promotional campaigns or Collective Content;
      13. Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Space2POP Platform for any purpose;
      14. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Space2POP or any of Space2POP’s providers or any other third-party to protect the Space2POP Platform;
      15. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Space2POP Platform;
      16. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Space2POP Platform;
      17. Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
  1. Account Registration
    1. You must be at least 18 years old and able to enter into legally binding contracts to access and use the Space2POP Platform or register a Space2POP Account.  By accessing or using the Space2POP Platform you represent and warrant that you are 18 years old or older and have the legal capacity and authority to enter into this Agreement.
    2. Space2POP accounts (“Account(s)”) must be registered to access and use certain features of the Space2POP Platform, such as publishing Services.
    3. By registering an Account, you and any entity or firm you are authorized to represent agree to be bound by these Terms.
    4. If you are registering Accounts for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
    5. You agree to provide accurate, current and complete information during the registration process.
    6. You agree to keep your password secure and to keep your Accounts’ information up-to-date at all times.
    7. You are solely responsible for maintaining the confidentiality and security of your Accounts’ credentials and may not disclose your credentials to any third-party. You must immediately notify us if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts. You are liable for any and all activities conducted through your Accounts, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
    8. You agree not to assign, transfer or sell your Accounts or user ID to any other party and will not use another user’s Account without their permission. 
  1. Content
    1. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Space2POP Platform, you grant to Space2POP and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Space2POP Platform, in any media or platform. Unless you provide specific consent, Space2POP and its affiliates do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
    2. The Space2POP Platform, Space2POP Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the HKSAR and other countries. You acknowledge and agree that the Space2POP Platform and Space2POP Content, including all associated intellectual property rights, are the exclusive property of Space2POP and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Space2POP Platform, Space2POP Content or User Content.  All trademarks, service marks, logos, trade names, and any other source identifiers of Space2POP used on or in connection with the Space2POP Platform and Space2POP Content are trademarks or registered trademarks of Space2POP in the HKSAR and other countries. Trademarks, service marks, logos, trade names and any other proprietary designations of third-parties used in or in connection with the Space2POP Platform, Space2POP Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    3. You acknowledge and warrant that you will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Space2POP Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms.  No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Space2POP or its licensors, except for the licenses and rights expressly granted in these Terms. 
    4. You are solely responsible for all the User Content that you make available on or through the Space2POP Platform. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Space2POP Platform or you have all rights, licenses, consents and releases that are necessary to grant to Space2POP the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Space2POP’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    5. You warrant that you will not post, upload, publish, submit or transmit any User Content that is: (i) fraudulent, false, misleading (directly or by omission or failure to update information), politically sensitive or deceptive; (ii) defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Space2POP policies.
    6. Space2POP reserves the right to, without prior notice, remove or disable access to any User Content that Space2POP finds in violation of these Terms or otherwise may be harmful or objectionable to Space2POP, its Consignors, Consignees, third-parties or property.
    7. Space2POP respects copyright law and expects its Consignors and Consignees to do the same.  If you believe that any content on the Platform infringes copyrights you own, please notify us.
  1. Terms specific for Consignees
    1. When creating a Listing through the Space2POP Platform you must (i) provide complete and accurate information about your Listing (such as listing descriptions, location, product prices, customer average spend per transaction and customer groups), (ii) disclose any deficiencies, restrictions (such as shop rules) and requirements that apply and (iii) provide any other pertinent information requested by Space2POP. You are responsible for keeping your Listing information up-to-date at all times.
    2. You are solely responsible for setting the prices relating to your Listings, including, but not limited to, pop-up fees and cleaning charges (“Pop-up Fees”).
    3. Any terms and conditions, rules included in your Listings, in particular in relation to cancellations, must not conflict with these Terms.
    4. Pictures, animations, graphics or videos (collectively, “Images”) used in your Listings must accurately reflect the quality and condition of your Services.  Space2POP reserves the right to require a minimum number of Images of a certain format, size and resolution for each Listing.
    5. The placement and ranking of Listings in search results on the Space2POP Platform may vary and depend on a variety of factors, such as Consignor search parameters and preferences, Consignee requirements, product prices, number and quality of Images, ratings or reviews or type of Services.
    6. Consignors and Consignees are responsible for communicating directly with each other, whether in person or online, and coming up with and agreeing on terms (including but not limited to the loss and damages to Listings and Products) regarding the use of the Services and consignment of Products.  When you accept a consignment booking requested by a Consignor, whether in person or online, you are entering into a legally binding agreement with the Consignor and are required to provide your Services to the Consignor as described in your consignment agreement with the Consignor.
    7. It is the responsibility of the Consignees to obtain appropriate insurance for their Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Consignors while using your Services.
  1. Terms specific for Consignors
    1. Subject to meeting any requirements (such as completing any verification processes) set by Space2POP and/or the Consignee, you can inquire a Listing availability on the Space2POP Platform by following the respective inquiry process. 
    2. Consignors and Consignees are responsible for communicating directly with each other, whether in person or online, and coming up with and agreeing on terms (including but not limited to the loss and damages to Listings and Products) regarding the use of the Services and consignment of Products.  When a Consignee accepts your consignment booking, whether in person or online, a legally binding agreement is formed between you and your Consignee, subject to any additional terms and conditions of the Consignee that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in your consignment agreement with the Consignee.
    3. You hereby agree to observe and carry out any rules set by the Consignee and to ensure proper and orderly use of the Services by avoiding any foreseeable or potential damages. 
  1. Booking Modifications, Cancellations and Refunds
    1. Once the consignment booking is confirmed, whether in person or online, any further changes, including but not limited to, modifications and cancellations of the consignment booking, the relevant refunds and compensations necessary in association with such modifications and cancellations, should be made upon the mutual consent and agreement of the Consignors and Consignees.
    2. Space2POP is not liable for any loss, damages, refunds or compensations associated with the consignment agreement and/or Services or any modifications or cancellations of the consignment agreement and/or Services. Consignors and Consignees acknowledge and agree that any loss, damages, refunds, compensations, mutual consent and/or agreement are reached at their sole risk. Consignors and Consignees acknowledge and agree to release and hold Space2POP, its officers, directors, employees and affiliates, harmless from all liabilities and claims that arise in any way from the consignment agreement or booking of the Services or modifications and cancellations of the consignment agreement and/or Services.
    3. Any terms set out by Consignors or Consignees shall not contravene to any of these Terms in this Agreement or any laws and regulations in the HKSAR or the laws where the Services are located. 
    4. In certain circumstances, Space2POP may decide, in its sole discretion, that it is necessary to cancel a consignment booking due to reasons where (i) Space2POP believes in good faith, while taking the legitimate interests of all parties into account, that it is necessary to avoid significant harm to Space2POP, other Consignors or Consignees, third-parties or property, (ii) for any of the reasons set out in these Terms or (iii) where the relevant Services or Products would not be able to be carried out due to change in circumstances, be it foreseeable or unforeseeable, or related or unrelated to one’s negligence. 
  1. Fees

There is no charge for the use of the Space2POP Platform.  We reserve the right to charge fees to Consignors and/or Consignees in future for the use of the Space2POP Platform.  

  1. Termination, Suspension and Other measures
    1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Space2POP terminate the Agreement in accordance with this provision.
    2. Space2POP may immediately, without notice, terminate this Agreement and/or stop providing access to the Space2POP Platform if (i) you have breached your obligations under these Terms, our guidelines, policies or standards, or (ii) you have violated applicable laws, regulations or third-party rights, or (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Space2POP Account registration, Listing process or anytime you use the Space2POP Platform, (iv) you and/or your Services, Listings or Products at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor ratings or reviews from other users or Space2POP otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to respond to booking inquiries without a valid reason, or (vii) Space2POP believes in good faith that such action is reasonably necessary to protect the personal safety or property of Space2POP, its Consignors and Consignees, or third-parties (for example in the case of fraudulent behavior of a Consignor or a Consignee).
    3. You may terminate this Agreement at any time by sending us an email.  When this Agreement is terminated, your Space2POP Accounts will be automatically cancelled or suspended.  You are solely responsible for backing up all the User Content, Images or information associated with your Space2POP Accounts.  Space2POP is not liable for any loss (including but not limited to the loss of any User Content, Images or information associated with your Space2POP Accounts), damages, refunds and compensations associated with the termination of this Agreement and the cancellations of your Space2POP Accounts.  You acknowledge and agree to release and hold Space2POP, its officers, directors, employees and affiliates, harmless from all liabilities and claims that arise in any way from such Agreement termination and cancellations of your Space2POP Accounts. 
  1. Disclaimer
    1. If you choose to use the Space2POP Platform or Collective Content, you do so voluntarily and at your sole risk. The Space2POP Platform and Collective Content are provided “as is”, without warranty of any kind, either express or implied.
    2. You agree that you have had whatever opportunity you deem necessary to investigate the Space2POP services, laws, rules, or regulations that may be applicable to your Listings, Services or Products you are receiving and that you are not relying upon any statement of law or fact made by Space2POP relating to a Listing, Services or a Product.
    3. If Space2POP chooses to conduct identity verification or background checks on any Consignor or Consignee, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Consignor or a Consignee or guarantee that a Consignor or a Consignee will not engage in misconduct in the future.
    4. You acknowledge and agree that communicating directly with a Consignor or a Consignee, coming up and agreeing on terms of use regarding the Services or Products, entering into a contract with the Consignor or Consignee directly, may carry inherent risks.  By participating in such communications, services and contractual relationships, you choose to assume those risks voluntarily.  You assume full responsibility for the business decisions you make before, during and after your participation in such communications, services and contractual relationships.  You agree to release and hold Space2POP, its officers, directors, employees and affiliates, harmless from all liabilities and claims that arise in any way from such risks.
    5. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights.  However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law. 
  1. Intellectual Property
    1. You acknowledge and agree that Space2POP Platform and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Space2POP. In addition, you acknowledge and agree that the source and object code of Space2POP Platform and the format, directories, queries, algorithms, structure and organization of the Platform are the intellectual property and proprietary and confidential information of Space2POP.  No intellectual property rights in and to the Platform not expressly granted in these Terms are granted to you and such rights are hereby reserved and retained by Space2POP.
    2. The Space2POP services and Platform may utilize or include third-party software that is subject to open source and third-party license terms (Third-Party Software). You acknowledge and agree that your right to use such Third-Party Software as part of the services is subject to and governed by the terms and conditions of the open source and third-party licenses applicable to such Third-Party Software, including but not limited to any applicable acknowledgements, license terms and disclaimers contained therein.  In case of a conflict between these Terms and the terms of such open source or third-party licenses, the terms of the open source or third-party licenses shall prevail with regard to your use of the relevant third-party software.
    3. You are not authorized by Space2POP to use Space2POP’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Space2POP, which may be withheld for any or no reason.
  1. Limitation of Liability 
    1. You acknowledge and agree that the entire risk arising out of your access to and use of the Space2POP Platform and Collective Content, your publishing, inquiring of any Services, Listings or Products via the Space2POP Platform, your participation in any Services, your contractual relationships with any Consignors or Consignees, or any interactions you have with Consignors or Consignees whether in person or online remain with you.  
    2. You acknowledge and agree that neither Space2POP, its officers, directors, employees and affiliates, nor any other party involved in creating, producing, or delivering the Space2POP Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use or inability to use of the Space2POP Platform or Collective Content, (iii) from any communications, interactions or meetings with any Consignors or Consignees or persons with whom you communicate, interact or meet with as a result of your use of the Space2POP Platform, or (iv) from your publishing, inquiring of Services, Listings or Products, including the provision or use of Services, Listings or Products, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Space2POP has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
  1. Indemnification

You acknowledge and agree to release, defend (at Space2POP’s option), indemnify, and hold Space2POP, its officers, directors, employees and affiliates, including but not limited to, their partners, suppliers, licensors, shareholders, directors, officers, employees, independent contractors and agents, harmless from and against all liabilities, claims, proceedings, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your improper use of the Space2POP Platform or any Space2POP services; (ii) your breach of these Terms or our policies or standards; (iii) your contractual relationships with any Consignors or Consignees, or any interactions you have with Consignors or Consignees whether in person or online, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interactions or contractual relationships; (iv) your breach of any statutory requirement, duty or law; or (v) your violation of any rights of another person or entity.

  1. Governing Law and Jurisdiction 

This Agreement shall be governed by and construed in accordance with the laws of HKSAR and each party submits to the exclusive jurisdiction of the courts of Hong Kong.