條款及細則

Terms and Conditions

Governing the Use of Moodies’ Care

Important Terms The Moodies’ Care Platform is not intended for emergency use. Accordingly, each User should not use the relevant service(s) in case(s) of emergency. If a User is in danger or experience an emergency, that User is urged to call the emergency service number and/or contact relevant organisation(s) immediately. Each User is urged to immediately call the emergency service number(s) and/or contact the relevant organisation(s) (the relevant information being listed on the Platform) if that User is:- contemplating suicide; considering taking actions that may directly or indirectly harm any person(s) including that User; considers that any person(s), including that User, may be in any danger; or is facing any medical or other emergency; The Platform is not designed for use in any of the aforementioned cases of emergency, and the counsellors accessible through the Platform cannot provide the necessary assistance required in any cases of emergency. Moodies’ Care displays Hong Kong’s suicide prevention hotline in several prominent locations on the Platform, and Moodies’ Care implores all of its Users to use the said hotline, or any other applicable emergency hotline(s), when faced with situation(s) of emergency. The Platform and the counsellors accessible through the Platform reserve all rights to refuse to provide services to User(s) and refer User(s) to emergency services where it is appropriate to do so. The Platform is not intended for consultation about the suitability of drugs or medical treatment for the Platform Users, and User(s) should disregard any such advice if it is delivered through the Platform. The Company’s obligations are subject to applicable existing laws and legal processes, and the Company may comply with law enforcement, regulatory request(s) and/or requirement(s) notwithstanding any contrary term contained herein. When any User encounters an emergency and/or crisis, that User acknowledges that the proper action that should be taken by that User is seek immediate help by calling 999, going to the nearest hospital, and/or calling community crisis hotlines, such as the following:- the Samaritan’s Befrienders’ hotline: 2389 2222; and the Suicide Prevention Services hotline: 2382 0000. All Users and Moodies must agree to the terms and conditions in this Agreement as well as the Company’s Privacy Policy before being allowed to use the App. All Users and Moodies should thoroughly read the “Guidelines to Users and Moodies” section below before using the App. By consenting to be bound by this Agreement, the person understands and agrees that that person is barred from directly and/or indirectly pursuing any cause(s) of action and/or claim(s) of any nature against the Company, where such cause(s) of action and/or claim(s) may or may not relate to the counselling services provided by the Moodies. Each User understands, knows and agrees that the effect of counselling depends on the cooperation between the counsellor and the User. No matter what kind of counselling method the counsellor adopts, the Company and the counsellors do not guarantee that the User will achieve a certain effect after receiving the counselling. The Company is not liable for any counselling service(s) provided that does not meet the User’s expectations.  As a general rule, no refund(s) will be given after counselling services are completed. As far as allowed by the laws in Hong Kong, neither the Company nor the counsellors bear any legal responsibility for counselling service results, refunds and/or other matters relevant to the use of the App. During the process of counselling services, if there is a sudden illness or accidental death of any party directly or indirectly caused by the User and/or the counsellor(s), or any self-injury, self-mutilation, suicide and/or other harm caused by the User, the Company and its counsellors shall endeavour to take measures to control the situation as far as possible, and shall get in touch with the User’s emergency contact(s), the relevant bodies/departments, and medical institutions where necessary. Any resulting damage shall be borne by the User and/or his/her guardian, and neither the Company nor the counsellors shall bear liability for such damage. The counselling services provided on the App are not for disease diagnosis, treatment or medical services in relation thereto. Any User(s) who has/have suicidal tendencies or has/have attempted suicide should seek help from crisis intervention agencies or medical institutions that comply with the relevant legal requirements. Moodie(s) should not be consulted by any User for the purpose of crisis intervention or treatment. If any User ultimately chooses to commit suicide, self-injury, and/or self-mutilation, the responsibility and consequences of such act(s) shall be borne by the User. Counsellors and Users are not allowed to conduct private transactions, including but not limited to monetary transactions done privately or through third-party platform(s). Private transactions constitute a serious fundamental breach of contract, and the Company has the right to cancel the relevant User’s and/or counsellor’s account on the App. The User and/or counsellor (as the case may be) shall bear all liability for any losses caused. If a dispute arises between the counsellor and the User due to private transaction(s), it shall be resolved by both parties themselves and shall not involve the Company. The relevant User and/or counsellor (as the case may be) shall be responsible for all liability and loss(es) arising, if any.

1. Interpretation

1. This section provides a list of definitions of all the defined terms used in this Agreement.

2. “Account” refers to an account for Services under this Agreement.

3. “Agreement” refers to this document titled “Terms and Conditions Governing The Use of Moodies’ Care”.

4. “App” refers to the Moodies’ Care application.

5. “Company” refers MOODIES CARE LIMITED.

6. “Company Parties” refers to the following as a whole:-

1. the Company;
2. all of the Company’s corporate parent(s);
3. all of the Company’s corporate subsidiary or subsidiaries;
4. all of the Company’s affiliate(s); and
5. all of the officer(s), director(s), employee(s), agent(s), representative(s), partner(s) and licensor(s) of (a) to (e) of this provision.

7. “Content-related Information” includes information about:-

1. the ID of User(s);
2. the User’s or Users’ preference(s), progress, and time spent;
3. the device(s) used by the User(s);
4. the operating system of the User(s); and
5. the device setting(s), unique device identifier(s), and crash data of the User(s).

8. “Cookies” are text files placed on each User’s computer to help the relevant website operator(s) analyze how visitors use the website.

9. “License” refers to the right granted by the Company to any of the Users to use the contents provided on or through the Platform, as well as to use the Services for the relevant User’s personal, non-commercial purpose(s), except where commercial use is expressly allowed by this Agreement or by the Company.

10. “Moodie” (singular form) refers to one of the counsellors accessible by Users via the Platform, and is a term used interchangeably with “counsellor” in this Agreement.

11. “Moodies” (plural form) refers to, collectively, the counsellors accessible by Users via the Platform, and is a term used interchangeably with “counsellors” in this Agreement.

12. “Moodie Applicant” refers to a person wishing to successfully register in order to become a Moodie on the App.

13. “Moodies Coin” or in short form “M$” are synonymous, and both refer to the credit in the pricing system of the Platform, which is a credit system.

14. “Payment Processing” refers to the service(s) in relation to payment that is/are performed by the Company directly, or by the Company’s affiliate(s) on behalf of the Company, depending on the payment method(s) used.

15. “Personal Data” refers to any and all information that can:-

1. itself identify each User as an individual (“Personally Identifying Information”), or
2. be connected to each User indirectly by linking it to the relevant Personally Identifying Information.  

16. “Platform” refers to the Moodies’ Care website and/or application.

17. “Privacy Policy” refers to the Company’s privacy policy.

18. “Registration Data” refers to the information requested by the registration form for registering for an Account.

19. “Revision Date” refers to the latest date on which this Agreement was updated.

20. “Services” refer to any content, information, services, features or resources available or enabled via the Platform.

21. The “Subscriptions” refer to the right that the Company may grant each User to access and/or use part(s) of or all of the Services.

22. “Term” refers to the term of this Agreement, which commences on the date that a User accepts this Agreement, and such Term will continue until it is terminated in accordance with this Agreement.

23. “Third-party Links” refers to the website links to third-party service(s) such as third party website(s), application(s), or advertisement(s) that the Services contain.

24. “User” refers to a user of the Company’s Services, but excludes counsellor(s)/Moodie(s).

25. “User Content” refers to any content created and made available by any User and/or counsellor to the Company, the Company’s affiliate(s) and/or any other User(s) and/or counsellor(s) through the Services and/or through any other means.

26. “Violation Data” refers to information collected by the Company for:-

1. the detection, investigation and/or prevention of violation(s) of the Agreement (including the Privacy Policy) and/or the applicable law(s); and
2. pursuing legal and/or other action(s) in response to the relevant violation(s).

((a) and (b) shall collectively be referred to as the “Purposes”).

2. Introduction

a. The Nature of Moodies’ Care

1. Moodies’ Care is an application created by the Company for the purpose of providing online counselling service(s) to User(s).

2. Moodies’ Care is a platform that connects User(s) and Moodie or Moodies.

3. Moodies’ Care allows User(s) and Moodie or Moodies to conduct text, audio and/or video counselling sessions on its platform.

4. None of the Moodies are employees of Moodies’ Care.

5. Moodies are allowed to choose the counselling medium through which they would like to conduct their counselling session(s), meaning by means of text, audio and/or video.

6. Moodies are entitled to set their own price for their counselling session(s).

7. Subject to any further change(s) effected by the Company, free features of the App include but may not be limited to:-

1. Emotion Tracker;
2. Deeper Emotion Tests;
3. Articles; and
4. Forum.

8. Subject to any further change(s) effected by the Company, charged features of the App include but may not be limited to:-

1.  Text;
2. Audio; and
3. Video counselling.

b. Emotion Tracker

9. Each User’s emotion tracker input, deeper emotion tests results and calendar, when matched to the relevant Moodie, will be available for that Moodie to view.

10. Concerning each User that has been previously matched with a Moodie, the Moodie cannot view that User’s profile and record of emotions, but the Moodie can only view the past counselling feedback form and chat history concerning that User.

11. Subject to the other terms and conditions in this Agreement and the Privacy Policy, each Moodie should not, as a general rule, let any third party learn about any of the Moodie’s clients’ details or information.

c. Deeper Emotion Tests

12. “Deeper Emotion Tests” include but are not limited to depression and anxiety tests.

13. “Deeper Emotion Tests” are backed up by scientific research, but shall not be used by Moodies or Users to determine the emotions and/or severity of a User’s emotional illness, if any.

14. “Deeper Emotion Tests” may be treated as a fun feature of the App to raise mental health awareness.

15. “Deeper Emotion Tests” shall only be used as a reference for Moodies and/or Users instead of a professional tool for mental illness diagnosis.

d. Articles

16. Moodies can submit articles on the App.

17. Article(s) submitted by Moodie(s) will have to be approved by administrative staff of the App, where the results will be sent to the relevant Moodie via pop-up notifications in the App.

18. Once an article has been submitted and then approved, the Moodie that submitted the article shall neither edit nor delete the article.

19. The App’s administrative staff are allowed to edit the articles submitted by the Moodies and may approve as well as edit the articles. Comments from the administrative staff will be provided to the relevant Moodie(s) that submitted the article(s).

20. The top five most viewed articles shall be listed as “hot topic” articles.

21. The App’s administrative staff are allowed to manually select articles and list certain of those articles as “hot topic” articles.

e. Forum

22. An administrative staff’s approval is not required before a post can be posted up on the App’s forum.

23. The App’s administrative staff can delete posts and comments on the forum.

24. The App’s top 5 most-viewed posts are part of the “hot topic” posts of the forum.

25. The App’s administrative staff are allowed to manually select posts in the forum as “hot topic” posts.

26. All registered Users and approved Moodies can report a post and/or comment if they consider such to be inappropriate.

f. Moodies’ and Users’ Review

27. Feedback from Users can be viewed by the App’s administrative staff, the relevant Moodies, and the User himself or herself.

28. User’s ratings can be viewed by the App’s administrative staff, the relevant Moodies, and the User himself or herself. The average score of the ratings shall stand as the relevant Moodie’s final score.

29. Moodie’s feedback can be viewed by the App’s administrative staff, the relevant Moodies, and the User himself or herself.

30. Moodie’s notes can be viewed by the relevant Moodie and the App’s administrative staff.

g. Users’ Consent to be Bound

31. This Agreement is a contract that is legally binding upon User(s), conferring rights and imposing obligations upon the User(s).

32. By agreeing to this Agreement, Users agree to be bound by all the terms and conditions contained herein.

33. A person may agree to be bound by this Agreement by way of any of the following methods:-

1. by accessing or using any website with an authorized website link to the App;
2. by registering an account under the App;
3. by accessing or using any of the Services available or enabled via the Platform;
4. by clicking on a relevant button provided by the Company; or
5. by taking any other action(s) considered by the Company to be sufficient to signify acceptance of this Agreement.

34. Once a person has agreed to be bound by this Agreement through any of the method(s) stated above, that person:-

1. Has agreed to be bound by this Agreement and any future amendment(s) to this Agreement (including any subtraction(s), addition(s) and alteration(s)), as published by Moodies’ Care via the App, Moodies’ Care’s website, and/or through any other mean(s) considered to be appropriate by Company;
2. has represented that that person has reached the age legally required to form a legally binding contract;
3. has represented that under Hong Kong law, that person has the ability to consent to receive counselling;
4. alternatively to point (c) above, has represented that that has parental and/or guardian’s consent for that person (if that person is under 18) to receive counselling; and
5. has agreed to provide, and shall provide, relevant contact information to that person’s Moodie(s) for use in possible case(s) of mental health crisis and/or situation(s) of emergency, where the said contact information includes:-

1. personal contact information; and
2. where applicable, the contact information of that person’s family member(s) and/or relative(s).

6. acknowledges that the permission granted by the Company for that person to access and use the Services is conditioned upon the truthfulness of the information provided to the Company, including but not limited to the information regarding that person’s age, place of residence, and relevant contact information.

35. Except as otherwise allowed by the term(s) and/or condition(s) contained in this Agreement, or as exceptionally allowed by the Company, if a person does not agree to be bound by this Agreement, that person is denied access to the Services.

36. This Agreement takes effect as soon as a person accepts the terms and conditions stated herein.

37. By agreeing to be bound by this Agreement, each User:-

1. agrees to comply with all applicable import and export laws and regulations;
2. agrees not to export the User Content and the Services, or any part(s) thereof, or to allow any use of the User’s Account by person(s) from any terrorist-supporting countries to which encryption exports are at the material time of exportation restricted;
3. represents and warrants that that User is not located in, under the control of, or a national or resident of any terrorist-supporting countries.

h. Assignment Forbidden

38. This Agreement, and each User’s rights and obligations provided for hereunder, shall not be assigned, subcontracted, delegated or otherwise transferred by any User without the Company’s prior written consent, and any act or attempted act to assign, subcontract, delegate, or transfer rights and/or obligations in breach of the foregoing shall be made null and void.

3. Guidelines to Users and Moodies

39. To ensure professional, high quality online counselling service provision, this guide provides rules and regulations for counsellors. Please read and follow the following requirements in detail.

a. Procedures and mechanism of online counseling

i. Beginning of Counselling

40. Counsellors should possess relevant professional qualifications, follow the professional standards of psychology and counselling, and provide users with professional online counselling services. Before commencing counselling session(s), the counsellor should fully understand the User’s needs, background and characteristics, and formulate an appropriate counselling plan based on this information.

ii. Documenting the Counselling Process

41. Counsellors should record the counselling process as trained, including the contents of the counselling session, observations, case conceptualisation, future action plan. These records will help following up the relevant User’s situation in future counselling sessions and serve as the basis for evaluation under the premise of observing the principle of confidentiality. Records should be properly and securely stored in the App’s platform and updated regularly.

iii. How to deal with difficulties

42. Counsellors should possess adequate ability to deal with difficulties and crises. When encountering difficulties, counsellor should seek professional guidance and help (e.g. clinical supervisor or emergency services)  in time, and adjust the counselling strategy according to the situation.

43. Counsellors should contact the App platform staff for assistance when necessary. However, please note that the Company is not responsible for providing professional guidance or advice. In addition, counsellors are encouraged to establish connections with other professionals for collaboration and referrals when needed.

iv. Emergency Hotline Calls, Counselling Termination and Referral Mechanisms

44. Counsellors should terminate the counselling sessions on the App or refer User(s) to other professionals in due course according to the relevant User’s needs and abilities. During the referral process, the counsellor should ensure that the relevant User’s information is properly handled and assist the User in adjusting to the new counselling environment.

45. Termination of counselling or referrals might be required under the following circumstances (which include but are not limited to):

1. Handling the client’s mental health situation is beyond the professional abilities of the counsellor;
2. The relevant User requires urgent help or endangers or is about to endanger the safety of himself/herself or others;
3. The relevant User requires more intensive and/or in-person psychotherapy and/or the help of a psychiatrist;
4. The User indicated the need to suspend and/or terminate the counselling service.

46. Referral resources in Hong Kong include, but are not limited to:

1. Family Service Centres, Youth Service Centers and Integrated Family Service Centers provided by the Social Welfare Department;
2. Psychiatric clinics under the Hospital Authority;
3. Professional counselling services provided by non-governmental organizations (NGOs), such as:-

1. The Mental Health Association of Hong Kong,
2. Hong Kong Family Welfare Society.

47. In case of special and/or emergency situation in Hong Kong, the counsellor should contact or ask the relevant User to contact the following hotlines:-

1. Hospital Authority Mental Health Direct – 24 hours service: 2466 7350;
2. The Samaritan Befrienders Hong Kong – 24-hour service: 2389 2222;
3. The Samaritans: 2896 0000;
4. Suicide Prevention Services: 2382 0000;
5. Social Welfare Department Hotline: 2343 2255;
6. Caritas Family Crisis Support Centre – 24-hour family crisis hotline service: 18288;
7. Health Bureau's Mental Health Support Hotline – 24-hours hotline service: 18111.

b. Online counselling intervention plan and implementation

i. Online Counselling Intervention Plan

48. Counsellors should formulate appropriate online counselling intervention plans according to the needs and characteristics of the relevant Users, and continuously evaluate and adjust them during the counselling process. In addition, the counsellor should ensure that the intervention program adheres to professional standards and ethics.

ii. Online counselling tools and techniques

49. Counsellors should ensure sufficient proficiency in the use of online counselling tools and technologies before conducting online counselling. Counsellors should also ensure they are equipped with suitable hardware and software to conduct smooth counselling sessions (e.g. stable WIFI network, good quality webcam, microphone and speaker, updated software etc.).

50. Counsellors are also encouraged to try the App’s online counselling matching platform in advance to improve the effectiveness and efficiency of counselling services. Counsellors should also respect the privacy and confidentiality of Users, and take proper measures to ensure information security during the counselling process (e.g. conducting sessions alone in a strictly private space with no distractions such as intruders, passersby or noise).

iii. Cross-cultural counselling

51. Counsellors should have cross-cultural counselling ability, respect Users’ culture, beliefs and values, and fully consider these factors in the counselling process. In addition, counsellors should strive to improve their cultural sensitivity and diversity capabilities to better serve Users from different cultural backgrounds.

iv. Professional development and continuing education

52. Counsellors should actively participate in professional training and continuing education, and constantly improve their professional level and service quality. Additionally, counsellors should maintain communication and collaboration with professionals in order to share resources, experiences, and best practices.

c. Ethics, Legal Responsibilities and Professional Conduct

i. Compliance with the Code of Ethics and Responsibility of Care

53. When providing online counselling services, counsellors should follow relevant ethical and professional standards, such as the principle of confidentiality, respect for Users’ self-determination, and the principle of non-discrimination.

54. Counsellors are responsible for taking care of Users and need to avoid possible foreseeable harm or damage to Users. Counsellors should evaluate whether online counselling is the best option for the User and ensure that any online counselling rendered is in the User’s best interests and takes care of the User’s unique needs.

ii. Legal Responsibilities and Responsibilities for Warnings

55. Counsellors should understand and abide by the laws and regulations related to mental health and counselling in Hong Kong, and follow the corresponding legal requirements when providing services.

56. In case of legal disputes, counsellors should seek professional legal help in a timely manner.

57. Counsellors should provide warnings to relevant parties at appropriate times to prevent and/or reduce legal and/or other risk. Counsellors are expected to anticipate the dangers that may be involved in online counselling, and take reasonable precautions before providing such services.

iii. Informed consent and contract compliance

58. Before conducting online counselling, counsellors should first seek confirmation from the Users that the latter fully understand the purpose, process and potential risks of online counselling, and should obtain informed consent from Users.

59. Counsellors and Users should at all times abide by this Agreement and the Privacy Policy.

60. Counsellors are encouraged to remind Users of the methods, benefits and limitations of online counselling services, the collection and use of personal data, confidentiality measures, professional relationship boundaries, and the mechanisms and procedures for withdrawing from counselling services provided via the App.

iv. Protection of Privacy and Confidentiality

61. Counsellors should respect the privacy and confidentiality of Users, and ensure that all information in the counselling conducted via the App is properly protected.

62. When necessary, such as when facing an emergency crisis or legal requirements, the counsellor shall provide relevant information to a third party with the consent of the User.

63. Before conducting counselling, counsellors are encouraged to remind Users of their rights and dangers, and counsellors should inform Users that online counselling may not guarantee 100% protection of personal privacy (for instance, device security cannot be fully guaranteed).

d. Self-care and personal development

i. Self-care

64. Counsellors should focus on self-care to maintain good mental and physical health.

65. Counsellors should conduct regular self-assessments to understand their own needs, pressures and limitations, and take corresponding measures, such as rest, exercise and social interaction, to maintain their own health.

66. If there are any special circumstances which potentially affects the counsellors’ ability or quality of counselling service provision, please contact the relevant personnel of the Company as soon as possible.

ii. Personal Development

67. Counsellors should maintain professional-related knowledge and skills, and regularly participate in training and professional development activities to enhance their counselling and service quality.

68. Counsellors should pay attention to the latest research and developments in the field of psychological counselling and seek to apply them in practice.

iii. Supervision and support

69. Counsellors should receive regular professional supervision for support and guidance, and strengthen their own professional competence.

70. Counsellors are encouraged to actively establish and maintain a peer support network for help and support when difficulties arise.

e. Cooperation with online counselling platforms

i. Comply with platform rules

71. Counsellors should abide by the relevant regulations, policies and terms of the online counselling matching platform of Moodies’ Care, and ensure the quality and safety of online counselling services.

72. Counsellors should respect the intellectual property rights and commercial secrets of the platform, and must not provide the resources and information of the platform to third parties without authorization.

ii. Cooperation and communication on the Platform

73. Counsellors should actively maintain good cooperation and communication with the Company in relation to the use of the App.

74. When encountering problems and difficulties, counsellors should seek help from the Company in a timely manner, and adjust counselling strategies accordingly.

75. When providing online counselling services, counsellors shall follow the above regulations in order to provide Users with professional and high-quality support.

76. By using the App, each counsellor agrees to abide by the ethical, legal and professional conduct requirements as applicable. Violation(s) of such may result in the counsellor’s disqualification on the App’s platform and/or legal action(s).

77. For the benefit of each counsellor and User, each counsellor shall abide by the terms contained herein, and provide professional, safe and effective online counselling services to User(s).

78. The Company has the right to send notification(s) relevant to the use of the App to any of the Users and counsellors as the Company sees fit.

4. User Registration, Application of Terms, and User Account

1. A person becomes a User of the Company’s Services by completing the registration of an Account.

2. When registering for an Account, the potential User agrees to provide only true, accurate, current and complete Registration Data, and further agrees to promptly update the Registration Data thereafter should there be any change(s) to the Registration Data.

3. The Registration Data includes information allowing the Company to be able to identify the User when necessary, and includes but is not limited to the User’s:-

1. email address(es),
2. name(s),
3. phone number(s), and
4. where applicable, any other information relating directly or indirectly to the User.

4. Submission of the Registration Data through the method(s) provided by the Services is governed by the Privacy Policy, which potential Users are required to read and consent to before using the Services.

5. For Users under the age of 18, upon their registration, the Company is by this term entitled  to assume that the parents and/or guardians of the said Users, as the case may be, have already been notified that the said Users are using the App and its Services including but not limited to the App’s counselling services.

6. Users under the age of 18 are allowed to register for account(s) at the App upon accepting this Agreement and the Company’s Privacy Policy.

7. The Company acquires information from each User by the use of the “Registration Form” and the “User Information Form”.

8. After the above registration, each User can then fill out the User Information Form, where each User shall provide the following information to the Company, including but not limited to:-

1. First name or family name;
2. Mobile phone number;
3. Emergency contact (name, phone number and address of said contact);
4. Indication of whether the User has received counselling in the past;
5. Whether the User received any mental health related diagnosis or diagnoses in the past;
6. any other information relating directly or indirectly to the User.

9. The User can elect not to fill out the User Information Form, and come back at a later stage to edit the non-mandatory fields at the User Information Form. However, the User has to fill in all mandatory fields specified in the general user profile before the User is allowed to access the App.

10. By acceptance of this Agreement, that relevant person and/or User represents to the Company that that person and/or User:-

1. is not barred from using the Services under the applicable law;
2. will be responsible for all activities that occur under that person’s and/or User’s Account;
3. agrees to monitor that person’s and/or User’s Account to restrict its use by minors and other unauthorized Users;
4. agrees not to share that person and/or User’s Account or Account’s password with any other person(s);
5. agrees to notify the Company immediately of any unauthorized use of that person and/or User’s Account’s password and/or any other breach(es) of the security of that Account;
6. agrees to exit from that person and/or User’s Account at the end of each session; and
7. agrees not to create an Account using a false identity and/or alias.

11. If a person was previously banned from using any of the Company’s Services, by consenting to be bound by this Agreement, that person further agrees that at any given time, that person shall not maintain more than one Account.

12. The Company reserves the right to remove or reclaim any usernames at any time and for any reason.

13. By consenting to be bound by this Agreement, a person further acknowledges and agrees that that person has no ownership or any other property interest in that person’s Account, and that all rights relating to that person’s Account are owned by and insured to the benefit of the Company.

14. The Company may grant each User the Subscriptions.

15. The scope of access and use by each User concerning that User’s Account shall be decided by the Company at the Company’s sole discretion.

a. Platform Articles

79. Moodies are allowed to create article(s) on the Platform.

80. Any and all article(s) created by the Moodie(s) require approval from the Company in order to be posted on the Platform.

81. The Company has the discretion to edit any of the contents of the article(s) submitted by Moodie(s).

b. Rights of the Administrative Staff

82. The administrative staff of the App have the right to cancel scheduled counselling session(s) manually.

83. The administrative staff of the App can cancel the App’s counselling service booking(s) at anytime, even within 24 hours of the booked session star time, or after the booked session time slot.

84. M$ refunds rules shall follow the usual rule, being that the Company shall only refund M$ to the relevant User if the cancellation has been made at least 24 hours from the scheduled session.

85. The administrative staff of the App can create post(s) in the App’s forum.

86. The administrative staff of the App can create a article(s) in the App’s articles page.

5. Subscriptions, Contents, and Services

1. Upon a person’s consent to be bound by this Agreement, that person:-

1. may through the App be connected to any of the Moodies in order to be provided with counselling services by any of the Moodies within the App;
2. indicates that that person fully understands and acknowledges that the Moodies are neither employees, agents nor representatives of the Company.

2. The Moodies hold qualifications for counselling and/or coaching, and are independent contractors are independent from the Company.

3. Any piece(s) of information and/or advice received from the Moodies come(s) from the relevant Moodies alone, and not from the Company. Accordingly, the Company is not responsible for any such information and/or advice given to the Users, nor is the Company responsible for any relevant consequence(s) arising from such information and/or advice given.

6. User Account

1. A User’s User Account may require that User to provide billing information to the Company to facilitate any purchase of any of the Services.

2. By accepting this Agreement, a person agrees not to reveal, share or otherwise allow any other person(s) to use that person’s Account password or Account, except as otherwise specifically authorised by the Company.

3. In relation to each User’s Account on the Platform, each User’s password should have a minimum of 7 alphanumeric characters, and maximum 20 of such characters.

4. In relation to each counsellor’s account on the Platform, each counsellor’s password should have a minimum of 7 alphanumeric characters, and maximum 20 of such characters.

5. Users are responsible for the securtiy, safety and confidentiality concerning that User’s Account login, and for the same concerning that User’s computer system.

6. The Company is not responsible for the use of Users’ passwords and Accounts.

7. The Company is not responsible for any of the communication(s), activity or activities concerning the Services, which may or may not result from the use of a User’s login name and/or password.

8. If a User intentionally, negligently or otherwise discloses that User’s Account login and/or password information, the Company shall likewise not be responsible for any loss arising in connection with or out of such disclosure.

9. The Company is not responsible for the use of any User’s Account by any person(s) who uses that User’s login and/or password information without permission. The Company is likewise not responsible for any loss arising in connection with or out of such unauthorized use.

10. If a User believes that the confidentiality of that User’s Account login and/or password information has been or may have been compromised, that User must immediately, or as soon as practicable, notify the Company by sending an email to: moodiescare@gmail.com.

11. A User’s Account, including any information pertaining to it, should be kept strictly personal and private, where the information mentioned includes:-

1. The User’s contact information,
2. The User’s billing information,
3. The User’s Account history,
4. The User’s payment history, and
5. any other relevant information.

12. Unless a User is expressly permitted by any part(s) of this Agreement or by the Company to do so, the User is not allowed to:-

1. sell and/or charge any other person(s) for the right to use that User’s Account;
2. transfer the User’s Account to any other person(s);
3. sell and/or charge any other person(s) for the right to use any Subscription(s);
4. transfer any Subscription(s) to any other person(s).

7. The Moodies

a. General Terms

1. The Company does not employ any of the Moodies matched through the Company’s Platform.

2. The Company merely provides a platform through which Users may access the service(s) provided by the Moodies.

3. Users’ relationships with the Moodies are strictly personal. The Company is not any further involved in any such relationship(s) on top of merely providing the Platform for Users and Moodies to connect with one another.

4. Under normal circumstances, the Company does not interfere with, validate or control the Moodies’ interaction with and/or treatment of the Users. Exceptional circumstances may include instance(s) when the Company follows up on certain User complaint(s).

5. Users are required to exercise a high level of care and caution in the use of the Platform, as Users would likely be making mental health and/or medical related decision(s).

6. Users should never disregard, avoid, or delay obtaining professional medical advice from doctor(s) and/or other qualified healthcare provider(s) due to information obtained on or through the Platform, including but not limited to any advice received by such means.

7. Each User can terminate that User’s relationship with that User’s Moodie(s) at any time.

8. Subject to other relevant provisions herein, any upcoming counselling session(s) between a User and that User’s Moodie(s) can be cancelled. However, refund(s) for such shall only be possible for any cancellation made more than 24 hours before the commencement time of the scheduled session(s).

b. Moodies’ Registration

9. Each registration application by a Moodie Applicant has to be approved by the administrative staff of the App.

10. An email will be sent to the Moodie Applicant and the result of the approval by the administrative staff shall be sent to the same Moodie Applicant by email. If the application is rejected, reasoning would be provided by the staff.

11. Failure in account registration by a Moodie Applicant, where approval has not been granted by the relevant administrative staff, could be due to a number of reasons including but not limited to the reason that the highest qualification, school, certificate, professional membership and/or any other information provided by the Moodie Applicant is/are not in alignment with the proof submitted by that applicant. Unless sufficient supplementary proof is later provided, the account registration shall not be approved.

12. After successful registration of a Moodie Applicant, the Moodie Applicant officially becomes a Moodie and can freely use the App, subject to this Agreement and the Company’s Privacy Policy.

13. If any Moodie fails to log into the App for 5 consecutive days, that Moodie’s profile will no longer be listed on the “counsellor list” for Users wishing to be matched with a Moodie.

14. Each Moodie has to be 18 years old or above.

c. Booking a Session

15. Any booking of counselling session(s) with Moodie(s) shall only be confirmed if the relevant Moodie(s) has/have accepted the booking request by the relevant User(s).

16. Both Moodies and Users may cancel any booking(s) concerning any of their counselling session(s). However, both Moodies and Users cannot cancel any such booking(s) if the scheduled session(s) shall commence in less than 24 hours.

17. For any successful cancellation of counselling session(s), the Moodies coin paid by any User concerning the relevant session(s) shall be refunded subject to the other relevant provisions in this Agreement.

18. If the relevant Moodie does not respond to the relevant booking request(s) made to that Moodie within 24 hours, then the booking request is cancelled.

d. Counselling

19. Users are allowed to choose from the whole pool of Moodies on the App.

20. The following terms govern the sorting of Moodies on the App:-

1. After the recommended Moodies, ratings, the App shall then list other Moodies in a random sequence;
2. Recommended Moodies are set by the administrative staff manually.

21. Rating of Moodies is based on the total ratings divided by each session.

22. Users are allowed to change Moodies at any time that they wish by pressing the button “break the relationship” on the App. The relevant booked and upcoming counselling session(s) will then be cancelled.

23. Each Moodie is to mark his/her work schedule at the calendar on the App.

24. Users book a counselling session in the App and the booking is then sent to the relevant Moodie who can then accept or reject the booking request.

25. The time for each Moodie to accept or reject a counsellor booking request is limited to 24 hours after the request has been made.

26. After the 24 hours have elapsed, the App’s system automatically helps the Moodie to decline the counsellor booking request.

27. If a counselling session confirmed by both parties has been cancelled within 24 hours of the counselling session, the User will not be entitled to any refund, and the Moodie will not be entitled to any compensation.

28. Booking of a counselling session shall only be confirmed if the relevant Moodie has accepted the booking request from the relevant User.

29. Either the Moodie or the User may cancel the counselling booking concerning the parties. Subject to other provisions in this Agreement and the Privacy Policy, Moodies Coin(s) shall be refunded to the User. If a booking has been confirmed less than 24 hours from the counselling session to be held, both the relevant Moodie and the User shall not be entitled to cancel that booking.

30. Either the User or the Moodie or both may cancel their relevant counselling session booking if that upcoming session is more than 24 hours from the time of commencement.

31. The counselling sessions (text/audio/video) are timed, where each session is set at 60 minutes.

32. The text chatroom and audio/video zoom room will be opened for 60 minutes, when 60 minutes have elapsed, the said virtual rooms will automatically be closed.

33. There is a buffer time of 10 minutes during which the App shall not consider participant(s) as being late. The buffer time refers to the first 10 minutes of the 60 minutes of opened room session.

34. Both the relevant Moodie and User can enter the zoom room within the booked session.

35. The App’s system will record the time when both the relevant User and Moodie click “start” for the text, audio or video counselling session.

36. Video, audio or text counseling time will be counted based on the actual time period booked. (For example, if both parties start the 5-6 p.m. session at 5:05 p.m., the session will be cut off at 6:00 p.m.).

37. The App equates any lateness for over 10 minutes to the absence of the relevant User and/or Moodie, which is a rule that applies to all text, audio or video counselling on the App. (For example, a booking is made at 5 a.m. to 6 a.m.. In this case, the zoom session will be opened at 5 a.m. on time. The relevant Moodie and User should enter into their zoom room since 5 a.m.. There is a 10 minutes buffer, and the App’s system will recognize the entry of the relevant Moodie and the User. Since 5:10 a.m., any lateness by any party shall be considered to be absence of that party.

38. If any Moodie is late or absent, that Moodie shall not be entitled to any compensation from the Company and/or the User. However, the relevant User is entitled to a refund from the Company. The refund process is done manually. In such case, the User shall report the case to the administrative staff of the App. Then the administrative staff shall review the case and shall notify the User of any refund acceptance or rejection by email. The administrative staff shall also manually top up the User’s balance within 7 days of any acceptance concerning the case report.

39. If a User is late or absent for a counselling session, that User is not entitled to any refund. However, the relevant Moodie is entitled to compensation.

40. If both the Moodie and the User are late or absent, the User will not be entitled to any refund and the Moodie will not receive any compensation.

41. Moodies are encouraged to provide feedback and write remarks about each counselling session after the counselling session has ended.

42. A Moodie shall receive compensation if:-

1. The actual starting time of the relevant counselling session is within 10 minutes of the scheduled starting time of the relevant counselling session; and
2. That Moodie stayed in the virtual room within the scheduled counselling session for at least the first 10 minutes of the scheduled session.

43. In the case of any emergencies, for example where a counselling session ends suddenly, (including but not limited to situations such as the App quitting suddenly) both parties can click the “start” button again within the scheduled counselling session time in order to rejoin the session. The initial start time of the counselling session will be counted for official record.

44. If the relationship between a Moodie and a User is broken, the ex-Moodie will not be able to look back at the deeper emotion tests and emotion tracker of the User, but other history, such as the text counselling chat history, rating(s) given by the User to the Moodie, feedback provided for each other, and the Moodie’s own remarks about counselling session(s) can still be viewed between them.

45. If the relationship between a Moodie and User is broken, the upcoming counselling session(s) confirmed shall be cancelled, but if an upcoming counselling session is within 24 hours, the User will not be entitled to any refund from the Company, and likewise the Moodie will not be entitled to any compensation.

e. Refund for Counselling Session Cancellation

46. Refund from the Company will be automatically transferred to the relevant User if a confirmed counselling session has been cancelled at least 24 hours before the counselling session.

47. If the counselling session booking is made within 24 hours of the starting time of the relevant counselling session, the User has to wait for the relevant Moodie to confirm that booking. If the booking has not been confirmed, then the session shall not be successfully booked, and any Moodies Coin(s) paid by the User shall be refunded to the User. Save as otherwise provided for in this Agreement, any such refund shall be completed within 7 days of the scheduled counselling session.

f. Pricing

48. The price(s) for counselling service(s) provided through Moodies’ Care shall be calculated in terms of Moodies Coin(s), where each unit of Moodies Coin can be represented by the abbreviation of “M$”.

49. On Moodies’ Care, 1M$ equals 1 Hong Kong dollar.

50. Moodie(s) shall input the price of their counselling sessions(s) on Moodies’ Care, which shall be stated in terms of Hong Kong dollars.

51. User(s) shall purchase service package(s) on Moodies’ Care using Moodies Coin(s) and the User(s) shall be charged by the Company using Moodies Coin(s).

52. The Company adds 25% of the price(s) that Moodie(s) input into the Moodies’ Care application, and in turn charges the relevant User(s) that new marked up price. The mark up percentage is by default 25% as stated above, but Moodies’ Care’s administrative staff can manually adjust the price concerning each Moodie.

53. The 25% default rate may be freely adjusted by the Company without giving any further notice to the Moodie(s) and/or User(s) than that which is given by this term.

54. User(s) are allowed to make payments on the App by any of the following payment methods:-

1. Paypal;
2. Visa card via Stripe;
3. Master card via Stripe;
4. Other payment method(s).

55. Should any User decide to use  “other payment method(s)”, that User must upload a screen capture picture evidencing the payment that has been made, and shall wait for the App’s administrative staff to confirm the transaction.

56. Should any User decide to use  “other payment method(s)”, the App’s administrative staff shall accept or reject the payment after reviewing the relevant transaction. After any acceptance by the staff, the relevant amount shall be credited into the relevant User’s account. The review time for each payment by “other payment method(s)” shall be, as far as possible, within 24 hours after the relevant payment has been made.

57. For each purchase of each Moodies Coin, that Coin’s expiry date shall be one calendar year after the date of purchase.

58. The newly purchased Moodies Coins shall be reflected in the relevant User’s account within 15 minutes after that User’s purchase. Should any problem arise, Users should direct their question(s) to the Company by email to info@moodiescare.com.

59. Counsellor(s) shall have all relevant payment(s) for their counselling services transferred to their bank account(s) at the end of each calendar month.

60. Payment(s) to counsellor(s) will be handled by the App’s administrative staff manually.

61. Invoice(s) shall be sent out per request. Counsellors should email their requests to info@moodiescare.com.

g. Safeguarding Users

62. At the onset of the delivery of counselling services by the Moodies, Moodies shall make reasonable effort to identify and learn how to access relevant and appropriate emergency resources in the User’s local area, such as:-

1. emergency contact(s),
2. emergency telephone numbers,
3. hospitals,
4. referral resources for referring User(s) to other professionals, and
5. clinics where mental health emergency services are provided.

63. Moodies are required to make reasonable efforts to discuss with and provide all Users with clear written or verbal instructions as to what to do in an emergency situation, such as where there is a suicide risk of User(s).

64. Moodies are required to be mindful of the array of potential discharge plans for Users when counselling services on or through the Platform are no longer necessary and/or appropriate for the User(s).

65. If a User recurrently experiences crises and/or emergencies, which is a strong indication that in-person services would be appropriate for the relevant User, then Moodies should take reasonable step(s) to refer the User to such other resource(s) on mental health as appropriate for the situation.

66. Moodies are encouraged to consult person(s) who are knowledgeable about the issue(s) that telecommunication technologies may pose for effective online counselling.

67. Moodies should:-

1. strive to be familiar with updated professional literature regarding the delivery of online counselling services;
2. be competent with the use of the Platform.

68. In providing online counselling, Moodies shall be competent in:-

1. the professional services being offered;
2. the telecommunication modality via which the services are being offered; and
3. the technology medium being used by the Moodies to provide the counselling service(s).

69. If any of the Moodies suspect(s) or know(s) that any User(s) has/have a tendency towards self-harm and/or harm to other person(s), then the relevant Moodie(s) has the obligation to report according to the applicable professional protocol(s). The User agrees that in such situation(s), the User’s right to privacy and confidentiality shall be waived for the User’s own protection.

70. When any of the Moodies considers that the safety of a User or any other person(s) is under threat, the relevant Moodie(s) and/or the Company that has/have knowledge of the above situation may contact the emergency contact(s) provided by the relevant User.

71. Moodies are required to follow the latest edition of the Hong Kong Professional Counseling Association Code of Ethics at all times when counselling or providing counselling related service(s) to the Users.

8. Contents

72. Users should not consider the following to be professional medical advice:-

1. the advice that a User receives from the User’s Moodie;
2. the other educational, graphics-relatd and/or research-related resources on the Platform; and
3. any other information provided on or through the Platform.

73. Users should always talk to an appropriately qualified healthcare professional for:-

1. diagnosis and treatment concerning mental illness(es);
2. information regarding which medications and/or treatment would be appropriate for the relevant User.

74. None of the content accessible on or through the Platform represents or warrants that any particular medication and/or treatment is safe, appropriate, and/or effective for any particular User.

75. The Company does not endorse any specific test(s), medication(s), product(s) or procedure(s) pertaining to any of the Users’ mental and/or physical health.

9. Licenses

a. General Contents and Services Licenses

76. By agreeing to be bound by this Agreement, the Company grants the relevant User, and that User accepts, the License in order for that User to have the right to use the contents provided on or through the Platform and the Services for personal, non-commercial purpose(s), except where commercial use is expressly allowed by this Agreement or by the Company.

77. The License ends upon termination of:-

1. this Agreement; or
2. a Subscription involving the License.

78. The Services are licensed to Users and not sold to the Users.

79. The License confers no title or ownership to any of the Users relating to:-

1. the contents accessible on or through the Platform; and
2. the Services.

80. To access the contents provided on or through the Platform and access the Services, the User must have an Account as well as access to the internet.

81. For reasons that include but are not confined to system security and stability, the Services may need to be automatically updated, pre-loaded, and the Company may create new version(s) of the Platform in order to enhance the relevant contents and the Services. Accordingly, the system requirement(s) for Users to use the relevant contents and Services may vary over time.

82. By accepting this Agreement, the User consents to any automatic updating of the Platform.

83. The User understands that this Agreement does not entitle the User to any future update(s) of the Platform, new version(s) of the Platform, or any other enhancement(s) relating to the Platform contents and the Services. The Company may choose to provide any such update(s) and/or alterations according to its sole discretion.

10. Ownership of Platform Contents and Services

84. All title(s), ownership rights and intellectual property rights concerning the contents of the Platform and the Services, and any and all copy or copies thereof, are wholly owned by the Company and/or its affiliates and/or its affiliates’ licensors.

85. All rights of the Company are reserved, except as expressly foregone and/or modified by the Company through this Agreement and/or any other means.

86. The Platform’s contents and the Services are protected by copyright laws, international copyright treaties and conventions and other relevant laws.

87. The Platform’s contents and the Services may contain certain licensed materials. The Company reserves all rights to take action, by litigation and/or otherwise, to protect the relevant rights concerning such materials, especially in the event of any User’s violation of this Agreement.

11. Use of Contents and Services

88. Except as otherwise permitted by the Company, this Agreement and/or any applicable Subscription term(s), each User and counsellor is/are only allowed to use the Platform’s contents and the Services for the following purposes:-

1. access to the Services;
2. access to the User’s own Subscriptions; and
3. making personal and non-commercial use of the User’s own Subscriptions.

89. Except as otherwise permitted under this Agreement, or as provided for under any applicable law(s), each User and counsellor shall not, without the prior written consent of the Company, in whole or in part copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any contents from the Platform, the Services and/or any software accessible through the Platform and/or the Services. Such contents include but are not limited to any notice(s) and label(s) found on or through the Platform, the Services and/or any software accessible through the Platform and/or the Services.

90. Each User and counsellor is/are entitled to use the Platform’s contents and the Services for the User’s and/or counsellor’s (as the case may be) own personal use, but except as permitted by this Agreement and/or by written consent from the Company, each User and counsellor is/are not allowed to:-

1. sell, grant any interest in or transfer reproduction(s) of the Platform’s contents and the Services to any other person(s);
2. rent, lease or license the Platform’s contents and the Services to any other person(s) without the prior written consent of the Company, except as expressly permitted in this Agreement and/or by the Company;
3. host or provide services for the Platform’s contents and the Services;
4. emulate or redirect the communication protocols used by the Company in relation to any network feature of the Platform’s contents and the Service(s);
5. make use of protocol emulation in relation to the Platform’s contents and/or Services;
6. make use of tunnelling, make modification(s) and/or addition(s) concerning any component(s) of the Platform’s contents and the Services;
7. use utility program(s) and/or any other technique(s) for any purpose(s) contrary to the interests of the Company;
8. exploit the Platform’s contents and/or the Services, or any part(s) thereof, for any commercial purpose(s).

12. Billing, Payment and Other Subscriptions

91. Each User and counsellor agrees to pay all fees in relation to that User’s and/or counsellor’s bank account in accordance with the fees, rates, charges and/or billing terms in effect at the time that the relevant fee(s) is/are due and payable.

92. Each User and counsellor agrees to pay all applicable taxes concerning the fees payable by that User and/or counsellor.

93. Each User and counsellor must provide the Company with valid payment information in order to use any or all of the Services.

94. Each User and counsellor, by providing the Company with the User’s and/or counsellor’s relevant payment information, acknowledges and agrees that:-

1. the Company is authorised to immediately invoice the User and/or counsellor in relation to the User’s and/or counsellor’s bank account for all fees due and payable to the Company;
2. the Company is authorized to share any payment information and instructions from the User and/or counsellor that is/are required to complete the payment transaction(s) with the Company’s third-party payment service provider(s); and
3. no additional notice or consent is required for the foregoing authorisations;
4. each User and counsellor must immediately, or as soon as it is practicable to do so, notify the Company of any change in the User’s and/or counsellor’s (as the case may be) payment information;
5. the Company reserves all rights to, at any time as it sees fit, change its pricing information and billing methods;
6. if payment cannot be charged concerning the relevant User’s and/or counsellor’s payment card(s) or if the relevant User’s and/or counsellor’s payment cannot be processed for any reason(s), the Company reserves all rights to suspend or terminate the User’s and/or counsellor’s access to any or all of the Service(s).

a. Payment Authorization

95. When a User and/or counsellor provides payment information to the Company or to any of the Company’s payment processors, the User and/or counsellor represents to the Company that the User and/or counsellor is the authorized user of the relevant payment card, PIN, key and/or account that is/are associated with the relevant payment, and the User and/or counsellor authorizes the Company to charge the User’s and/or counsellor’s credit card and to process the User’s and/or counsellor’s payment with the relevant third-party payment processor in relation to any relevant Subscription and/or other fees incurred by the User and/or counsellor.

96. The Company has the right to require each User and counsellor to provide the User’s and/or counsellor’s address and/or other information in order to meet any applicable obligation(s) under the governing taxation law(s).

97. If the User’s and/or counsellor’s use of the Services is, by law, subject to payment of any applicable tax(es), then the Company has the right to charge the User and/or counsellor for such tax(es), where such payment is in addition to the Subscription fee(s) and/or any other fee(s) required to be paid by the User and/or counsellor to the Company.

98. By consenting to be bound by this Agreement, each User and counsellor in so doing agrees that that User and/or counsellor shall not use IP proxying and/or any other method(s) to disguise the place of the User’s and/or counsellor’s residence, whether to circumvent geographical restrictions on contents, to purchase at a pricing not applicable to that User’s and/or counsellor’s geographical location, or for any other purpose(s) not permissible under law and/or that is/are contrary to the interests of the Company. If any User and/or counsellor is found to have violated this provision, the Company has the right to terminate the User’s and/or counsellor’s access to that User’s and/or counsellor’s account(s) at the Platform, and the Company reserves all rights to take appropriate further action(s), legal or otherwise, to follow up on any such violation(s).

b. Charges Associated with User Account(s)

99. As an account holder at the Platform, each User and counsellor is responsible for all charges incurred under that User’s and/or counsellor’s Platform account, including but not limited to:-

1. any applicable tax(s);
2. all purchase(s) made by that User and/or counsellor; and
3. all purchase(s) made by any person(s) using that User’s and/or counsellor’s Platform account, notwithstanding that such purchase(s) may have been made without the User’s, the counsellor’s and/or the Company’s authorization.

100. If any User and/or counsellor wishes to cancel that User’s and/or counsellor’s Platform account, the Company reserves the right to collect fees, surcharges and/or costs already incurred under the User’s and/or counsellor’s Platform account. All outstanding payment(s) under the relevant Platform account must be settled before that User and/or counsellor  may be allowed by the Company to register a new Platform account.

c. Pricing and Payment

101. As independent contractors, Moodies can each set their own charges by $M/hour.

102. Moodies can mark different charges on different service(s), for example, charge differently for service(s) rendered by text, audio and video.

103. The Platform’s system will then mark up the service fee set by the Moodies, and then display the price seen by the Users as M$ in the User App interface. The marked up rate is displayed for each Moodie and for each service.

104. The usual default mark up percentage is 25%, which is subject to unilateral change(s) by the Company from time to time, at the Company’s sole discretion.

105. Moodies shall receive payment of their counselling session(s) with User(s) after the end of the relevant counselling session(s). Payment shall be made to the relevant Moodie’s bank account(s) at the end of each month of the relevant counselling session(s). Such payment shall be handled by the Company’s administrative staff manually.

13. Free Subscriptions

106. In some cases, the Company may offer a free Subscription to User(s) regarding certain service(s), software(s) and/or content(s).

107. For free Subscription(s), as for all Subscriptions, each User and counsellor is solely responsible for all Internet service, telephone, and other connection fees incurred by the User and/or counsellor (as the case may be) when using the Services or any part(s) thereof.

14. Thirds Parties

108. The Platform may contain website link(s) to third party website(s). Such website(s) may charge separate fees that are not included in and are in addition to any Subscription or other fees that the User and/or counsellor (as the case may be) is responsible for paying to the Company.

109. The Platform may also provide access to third-party vendor(s), who provide contents, goods, services and/or Internet access. Any separate charges and obligations that arise in each User’s and/or counsellor’s (as the case may be) dealings such third party or third parties are solely the User’s and/or counsellor’s own responsibility.

110. The Company makes no representation(s), warranty or warranties, either expressly or impliedly, regarding any third party website.

111. In particular, the Company does not represent or warrant that any third-party vendor’s service(s) or subscription(s) shall not be subject to change, suspension or termination.

a. Rights of Third Parties

112. Each User and counsellor agrees that this Agreement is not intended to confer and does not confer any rights or remedies upon any person(s) other than the parties to this Agreement.

b. Third Party Content

113. For all Subscription(s), contents and Services that are not created by the Company, the Company does not conduct any screening of such that may appear on the Platform or become accessible to User(s) and/or counsellor(s) via the Platform. The Company bears no responsibility for any such third party Subscription(s), contents and/or Services.

114. Through the Platform, the User(s) and counsellor(s) may be able to access certain third-party application software(s), which is/are capable of being used by business(es) for commercial purposes. However, by agreeing to be bound by this Agreement, each User and counsellor agrees that any acquisition of such software(s) through the Services by the User and/or counsellor (as the case may be) shall be for the User’s and/or counsellor’s own personal and non-commercial use(s) only.

c. Third-party Links

115. When a User and/or counsellor clicks on any of the Third-party Links, the Company will not warn the User or counsellor that the User or counsellor has left the Services.

116. The Company does not control and is not responsible for any of the Third-party Links.

117. The Company provides the Third-party Links only for the Users’ and counsellors’ convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to:-

1. any of the Third-party Links; or
2. any content(s), product(s) or service(s) accessible through any of the Third-party Links.

118. Each User’s and counsellor’s use of any of the Third-party Links is done at the relevant User’s and counsellor’s own risk.

15. Online Conduct and Illegal Behaviour

119. Each User’s and counsellor’s online conduct and interaction with other User(s) and counsellor(s) should be guided by common sense and basic etiquette, both being defined by prevailing societal standards in Hong Kong at the material time.

120. The Company may terminate any User’s and/or counsellor’s Account(s) and/or Subscription(s) by reason that certain conduct, activity and/or activities relevant to that Account and/or Subscription(s) is/are considered by the Company to be illegal, improper, and/or otherwise detrimental towards the use of the Services by other User(s) and/or counsellor(s).

121. Each User and counsellor acknowledges that the Company is not required to provide the User and/or counsellor with any notice before terminating the User’s and/or counsellor’s relevant Subscription(s) and/or Account(s).

122. If any User is considered by the Company and/or any of the Moodies to be unsuitable for online therapy, the Company has the right to refuse to provide and/or continue to provide any of the Services to the relevant User.

16. User-generated Content

a. General Provisions

123. The Platform provides interface(s) and tool(s) for each User and counsellor to submit content onto the Platform. For example, Users and counsellors may share contents, make request(s) and/or leave comment(s), where such information shall become available to other User(s), counsellor(s), and/or the Company at the content-creating User’s and/or counsellor’s sole discretion.

124. Each User and counsellor solely owns that User’s and/or counsellor’s own User Content. However, each User and/or counsellor, by submitting any User Content to the Platform and/or to the Company, at the same time grants the Company, its successor(s), and its affiliate(s) worldwide, non-exclusive, royalty-free, sub-licensable and transferable license(s) concerning the relevant User Content. By such license(s), the Company, its successor(s) and its affiliate(s)) are allowed to use, amend, reproduce, distribute, prepare derivative work(s) of, display, publish, adapt, make available online, electronically transmit, and perform the User Content for commercial purpose(s). Such license(s) shall also grant the Company, its successor(s), and its affiliate(s) the right(s) to, without limitation, promote and/or redistribute part(s) of or all of the User Content, as well as any derivative work(s) thereof in any media format(s) and through any media channel(s).

125. By submission of User Content to the Platform or to the Company by any other means, each User and/or counsellor (as the case may be) grants other User(s) and counsellor(s) of the Service non-exclusive license(s) to access the said User Content through the Service, and for such other User(s) and counsellor(s) to use, reproduce, distribute, display, publish, make available online, electronically transmit, and perform the said User Content as permitted through the Service and under this Agreement.

126. The above licenses granted by each User and/or counsellor in relation to that User’s and/or counsellor’s User Content submitted to the Service cannot be terminated or deleted, save any personal information submitted by any User(s) and/or counsellor(s), which are subject to Hong Kong’s law governing personal information and privacy.

127. By agreeing to be bound by this Agreement, each User and counsellor understands and agrees that the Company has the right to distribute, perform and/or serve copies of that User’s and/or counsellor’s relevant User Content to any other party or parties.

128. The above license(s) granted by each User and/or counsellor concerning that User’s and/or counsellor’s User Content is/are permanent and irrevocable.

129. Should a User and/or counsellor provide the Company with any feedback and/or suggestion(s) about the Services and/or any other matter relevant to the Company, the Company is free to handle the feedback and/or suggestion(s) in any manner as the Company sees fit. Unless legally obliged to do so under Hong Kong law, the Company is under no obligation to respond to any User’s and/or counsellor’s feedback and/or suggestion(s), nor is the Company obliged to account to any User(s) and/or counsellor(s) for any feedback and/or suggestion(s) that may be made by such User(s) and/or counsellor(s).

130. By agreeing to be bound by this Agreement, each User and counsellor agrees that the Company has no obligation to screen any content that may appear on or through the Platform.

131. Each User and counsellor uses all User Content available on or through the Platform, and interacts with other User(s) and/or counsellor(s) at that User’s and/or counsellor’s own risk.

132. Without limiting the foregoing provisions, the Company reserves its right to, in its sole discretion, pre-screen, refuse to show, and/or remove any content available on and/or accessible through the Platform.

133. The Company has the right to remove any content that violates this Agreement and/or is otherwise considered by the Company to be inappropriate and/or objectionable.

17. Representations and Warranties

134. By agreeing to be bound by this Agreement, each User and counsellor represents and warrants to the Company that that User and/or counsellor has sufficient rights in all User Content to grant the Company and other relevant parties the licenses described above in relation to User Content. This includes, without limitation, any kind of intellectual property rights and other proprietary and personal rights relevant to the material User Content.

135. By agreeing to be bound by this Agreement, each User and counsellor further represents that all User Content submitted by such User and/or counsellor, and all such User’s and/or counsellor’s grant of rights concerning the relevant User Content are in compliance with all applicable contract(s), law(s) and/or regulation(s), as the case may be.

18. Feedback, Ratings, and Reviews

136. Any and all feedbacks, ratings and reviews posted by Users and/or counsellors on the Platform are contents that are not endorsed by the Company and do not represent the views of the Company.

137. The Company does not assume any liability for any and all ratings and reviews, nor for any claim(s) for economic loss in connection with any such feedbacks, ratings and/or reviews.

138. Each User and counsellor agrees to maintain a high level of integrity with respect to feedback, ratings and reviews posted by such User and/or counsellor on or through the Platform.

139. Each User and counsellor agrees:-

1. to base any of that User’s and/or counsellor’s rating and/or review posted on or through the Platform only on that User’s and/or counsellor’s first-hand experience with the applicable business, product and/or service;
2. not to provide feedback, rating and/or review on or through the Platform for any business, product and/or service that is to the benefit of the Company’s competitor(s) and/or to the detriment of the Company;
3. not to provide feedback, rating and/or review on or through the Platform for any business, product and/or service that is connected to the User and/or counsellor, meaning any such  business, product and/or service in relation to which the User and/or counsellor has any competitive relationship, ownership relationship, economic interest, employment relationship and/or any other affiliation;
4. not to submit feedback, rating and/or review in exchange for payment and/or other benefit(s) from any other person(s), entity and/or entitties;
5. that such User’s and/or counsellor’s review shall comply with the terms of this Agreement;
6. to represent and warrant that such User and/or counsellor has all rights necessary for submitting the feedback, rating and/or reviews submitted by the User and/or counsellor;
7. to grant the Company the right to use any feedback, ratings and/or reviews in any way at any time without any additional approval and/or compensation to the User and/or counsellor (as the case may be).

140. If the Company has sole discretion to determine whether any rating or review is inappropriate and capable of diminishing the integrity of the feedback, ratings and reviews function provided by the Company. The Company has the right to exclude any such inappropriate contents without serving any notice to the relevant User and/or counsellor (as the case may be) that submitted such rating and/or review.

19. Ownership and License to Use the Services

a. Use of the Services

141. Except with respect to User Content and unless otherwise provided for in this Agreement, the Company and its supplier(s) own all rights, titles and interests in the Services.

142. The Services are protected by the applicable copyright and/or intellectual property laws.

143. Subject to this Agreement, the Company grants each User a limited license to use the Services solely for that User’s personal non-commercial purpose(s).

144. Any future release(s), update(s) and/or other addition(s) to the Services shall be subject to this Agreement and to the Company’s sole discretion.

145. The Company, its supplier(s) and the Moodies reserve all rights granted and protected by law that are not expressly stated in this Agreement.

20. Trademarks

146. The Company’s stylised name and other related graphic(s), logo(s), service mark(s) and trade name(s) that are used in connection with the Services are the trademarks of the Company and shall not be used by any User or counsellor without permission from the Company. In particular, Users and counsellors are not allowed to use any graphic(s), logo(s), service mark(s) and trade name(s) for purpose(s) related to any third-party product(s) and/or service(s).

147. Any trademark(s), service mark(s) and trade name(s) that appear on the Platform and/or during the User’s or counsellor’s use of the Services is/are the property of its/their respective owners.

148. Each User and counsellor shall not remove, alter and/or obscure any copyright notice(s), trademark(s), service mark(s), other proprietary right(s), or notices accessible on or through the Platform.

21. Use of the Services

149. The rights granted to each User and counsellor by virtue of this Agreement are subject to the following restrictions:-

1. Each User and counsellor shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any part(s) thereof;
2. Each User and counsellor shall not frame or use any framing technique(s) to enclose any trademark, logo or other property of the Company and/or its affiliate(s), including but not limited to any image(s), text, page layout(s) and form(s) belonging to the Company and/or its affiliate(s);
3. Each User and counsellor shall not use any metatags and/or other “hidden text” that uses the Company’s name and/or trademarks;
4. Each User and counsellor shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part(s) of the Services, except as allowed by the Company and/or any applicable law(s);
5. Each User and counsellor shall not use any manual or automated software(s), device(s) or other process(es) (including but not limited to spider(s), robot(s), scraper(s), crawler(s), avatar(s), data mining tool(s) or the like) to “scrape” and/or download data from the Services, except where the Company grants the operator(s) of public search engine(s) revocable permission to use spider(s) to copy material(s) from the Platform or any part(s) thereof for the sole purpose of and solely to the extent necessary for creating publicly available searchable indice(s) of the materials of the Platform, but not cache(s) or archive(s) of any such materials;
6. Each User and counsellor shall not access the Services or any part(s) thereof to build any similar or competitive website(s), application(s) and/or service(s);
7. except as expressly allowed by any provision(s) herein or by the Company, no part(s) of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
8. each User and counsellor shall not remove or destroy any copyright notice(s) or other proprietary marking(s) accessible on or through the Platform;
9. each User and counsellor shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way that is not expressly permitted by this Agreement or by the Company;
10. each User and counsellor expressly agrees not to harm or attempt to harm the Services or any part(s) thereof. This provision covers any act(s) by User(s) or by counsellor(s) that violate(s) or attempt(s) to violate any security features of the Services.
11. each User and counsellor agrees not to introduce any virus(es), worm(s), or similarly harmful code(s) into the Services or any part(s) thereof.
12. each User and counsellor further agrees not to interfere with or attempt to interfere with the use of the Services by any other User(s), host(s) or network(s), whether by means of overloading, “flooding”, “spamming”, “mailbombing”, “crashing” the Services, or any other means.
13. any unauthorized use of the Services or any part(s) thereof immediately terminates the license(s) granted by the Company pursuant to this Agreement.

22. Indemnification

150. Each User and counsellor agrees to indemnify and hold the Company Parties harmless from all damages, losses, costs (including legal costs), liabilities and expenses in connection to any claim(s) that relate to the following:-

1. any User/counsellor Content;
2. any User’s/counsellor’s use or misuse of the Services or any part(s) thereof, including any use of the Platform for emergency situation(s);
3. Any other breach of this Agreement by User(s)/counsellor(s);
4. violation of any right(s) of any other person(s) by User(s)/counsellor(s);
5. violation of any law(s), rule(s) or regulation(s) by User(s)/counsellor(s);
6. claim(s) that any person(s) did use a password not belonging to that/those person(s);
7. any misrepresentation(s); or
8. any breach(es) of any representation(s), warranty or warranties made by User(s)/counsellor(s) to the Company.

151. The Company has exclusive defence and control of all matter(s) in relation to the Company and this Agreement.

151. Each User and counsellor agree(s) to fully cooperate with the Company in the Company’s assertion of any defence(s) available to the Company.

152. Users and counsellors are not required to indemnify any or all of the Company Parties for:-

1. any unconscionable commercial practice by any or all of the Company Parties; or
2. on the part of any or all of the Company Parties, any or all of the following:-

1. negligence,
2. fraud,
3. deception,
4. false promise,
5. misrepresentation,
6. concealment,
7. suppression, or
8. omission of material fact.

153. Each User and counsellor agrees that all provisions in this Agreement shall survive any termination of:-

1. any of the Platform accounts,
2. this Agreement, and
3. access to the Services, or any part(s) thereof, by User(s)/counsellor(s).

23. Agreement Amendment

154. This Agreement may at any time be amended by each User’s consent to any change(s) proposed by the Company.

155. Furthermore, the Company may amend this Agreement unilaterally at any time at its sole discretion. If any User does not agree to the amendment(s) or to any of the term(s) in this Agreement, that User’s only remedies are to cancel that User’s Account and to cease that User’s use of any or all of the affected Subscriptions.

157. The Company has no obligation to prorate and/or refund any fee(s) that accrued under any User’s Account before:-

1. that Account’s cancellation; and/or
2. the cessation of use of any or all Subscriptions relevant to that Account.

a. Revision Date

158. This Agreement was most recently updated on 16th December 2023.

159. The Company may, at any time and without liability:-

1. modify and/or discontinue any part(s) of the Services;
2. charge, modify and/or waive any fee(s) or charge(s) required for any User to use the Services;
3. change the Agreement for some or all of the User(s).

160. For all Users that entered into any agreement(s) with the Company before the Revision Date, this Agreement replaces any previously existing agreement(s) that such Users had with the Company.

24. Termination

161. Each User or counsellor may cancel that User’s or counsellor’s Platform account(s) at any time.

162. Each User’s or counsellor’s Subscriptions are not transferable to any other person(s).

163. Each Users’ or counsellor’s access to Subscriptions, which may be in relation to product(s) and/or service(s), purchased as a part of a collection or collections cannot be terminated individually, but can only be terminated as an entire collection or entire collections, as the case may be.

164. Any User’s or counsellor’s cancellation of the relevant Platform account, any User’s or counsellor’s cessation of use of any of the Subscriptions, or any User’s or counsellor’s request for termination of any of the Subscriptions, shall not entitle the relevant User or counsellor to any refund from the Company, including but not limited to refund of any Subscription fee(s).

165. The Company reserves its right to collect all fees, surcharges and/or costs incurred prior to:-

1. the cancellation of any User’s or counsellor’s Account; or
2. termination of any User’s or counsellor’s access to any relevant Subscriptions.

166. Each User is responsible for any and all charges incurred to third-party vendor(s) and the Moodies before that User’s cancellation of the User’s relevant Account and/or that User’s Subscriptions.

167. The Company may cancel any User’s or counsellor’s Account or any User’s  or counsellor’s Subscriptions, or any part(s) thereof, at any time in the event that:-

1. the Company ceases to provide such Subscriptions to Users and/or counsellors in general; or
2. there has been relevant breach by User(s) and/or counsellor(s) regarding term(s) of this Agreement;
3. A Moodie or Moodies consider certain User(s) to be unsuitable for counselling on or through the Platform, considers that transitioning that User to in-person counselling services would better protect that User’s safety and/or would be in that User’s best interest, due to suspicion and/or confirmation of any of the following:-

1. the User poses an imminent risk to self or to any other person(s);
2. the User is facing an acute crisis;
3. the User has observable acute symptoms and/or other psychological barriers that may interfere with online counselling.

4. In the event that any User’s or counsellor’s Account, Subscriptions, and/or any part(s) thereof is/are terminated and/or cancelled by the Company for:-

1. any breach of this Agreement; and/or
2. any other improper and/or illegal activity;

then, in such situation(s), no refund of any fees and/or credits concerning the Platform shall be granted to the relevant User or counsellor.

25. Applicable Law and Jurisdiction

168. This document is governed by and is to be construed in accordance with Hong Kong law.

169. Hong Kong courts, instead of any foreign courts, have the sole competent jurisdiction to decide any and all disputes arising in relation to the Company and this Agreement, the latter of which includes the Privacy Policy.

26. Communications with the Company

170. Should any User or counsellor have any questions, complaints or claims in relation to the Services, such User or counsellor may contact the Company by sending an email to moodiescare@gmail.com.

171. If any User or counsellor suspects that any content(s) posted on the Platform infringes that User’s, counsellor’s or any other person’s or persons’ copyright(s), please provide the Company with the following information:-

1. an electronic or physical signature of a person authorized to act on behalf of the purported true owner(s) of the relevant content(s);
2. a description of the content(s) that is claimed to be infringed;
3. a description of the location on the Platform of the relevant content(s) that is claimed to be copyright infringing;
4. the complainant’s address, telephone number and e-mail address;
5. a written statement stating that the complainant believes in good faith that the disputed use of the content(s) is not authorized by the true copyright owner, its agent(s) or by the applicable law(s); and
6. an affirmation or affidavit by the complainant, stating that:-

1. the information given in the notice by the complainant is true and accurate; and
2. the complainant or any other person(s) is/are the true copyright owner(s) of the relevant content(s), or alternatively, that the complainant is authorized to act on behalf of the true copyright owner(s) in making the relevant complaint.

a. Notices

172. Where the Company requires any User to provide an email address, that User shall provide the Company with that User’s most current email address.

173. In the event that the previous e-mail address(es) provided to the Company by any User is/are invalid, or for any reason incapable of allowing the Company to deliver to that address or to those addresses any notice(s) required and/or permitted by this Agreement, then the Company's dispatch of the email(s) containing such notice(s) shall constitute effective notice(s) nonetheless.

b. Electronic Communications

174. All communications between each User and the Company shall be by electronic means, including email correspondence(s), notice(s) posted by the Company on or through the Platform.

175. Each User agrees:-

1. to receive communication(s) from the Company in electronic form(s); and
2. that all terms and conditions, agreements, notices, disclosures, other communications and documents that the Company provides to the User electronically shall have the same legal effect as if such communications and/or documents were set forth “in writing”.

27. Liability Limitation

176. To the maximum extent as permitted by the applicable law(s), the provisions under this Agreement and in particular under this section shall be effective and legally binding upon all parties to this Agreement.

177. The provisions in this Agreement, including all the liability limiting provisions contained therein, shall apply at all material times, even where any remedy or remedies that may be offered by the Company shall be ruled to fail to provide adequate compensation to the complaining party or parties.

178. This Agreement does not exclude, restrict or modify any guarantee(s), right(s), remedy or remedies that are protected under local consumer protection law and/or any other applicable law(s).

179. Prior to acquiring a Subscription, each User should carefully read the product information made available on the Platform. Such product information includes but is not limited to the Subscription description(s), the minimum technical requirement(s), and the User review(s).

180. Each User understands and expressly agrees that:-

1. each User’s use of the Services and any product(s) offered on or through the Platform is at that User’s sole and own risk; and
2. the Services and any product(s) accessible on or through the Platform are provided on an “as is” and “as available” basis, with all possible faults relevant thereto.

181. The Company expressly disclaim all warranty or warranties, representation(s), and condition(s) of any kind, whether express or implied, including but not limited to, any implied warranty or warranties or condition(s) concerning merchantability, fitness for particular purpose(s), title(s), and any non-infringement regarding the use of the Services and the Platform.

182. The Company makes no warranty, representation or condition that:-

1. the Services or any product(s) of the Company will meet the requirement(s) of any User(s); or
2. the use of the Services by User(s) will be uninterrupted, timely, secure or error-free.

183. Whether or not the Company has been advised of the possibility of such damages, the Company shall not be liable for any User’s:-

1. loss of profits or revenue;
2. indirect, incidental, punitive, exemplary, special or consequential damages;
3. any other damages or costs, which may or may not be caused by any:-

1. loss of data,
2. production,
3. use,
4. business interruption, or
5. procurement of substitute goods or services.

184. The Company shall not be held liable for any content(s) in connection with the Platform, User communication(s), and Users’ personalization settings, and in particular, the Company is not responsible for any relevant issue(s) relating to timeliness, deletion, misdelivery, and/or storage failure.

185. Without limiting the foregoing, the Company shall not be liable for any damages in connection with:-

1. any User’s use of the Services;
2. any User’s inability to use the Services;
3. any product(s) or transaction(s), or transfer(s) relating to product(s) accessible on or through the Platform;
4. any third party material(s);
5. any virus(es) that may be transmitted through any third party material(s);
6. any dispute(s) among User(s); or
7. any other matter(s) pertaining to the Company.

186. Neither the Company, its licensor(s), their respective affiliate(s), nor any of the Company’s service provider(s), shall be liable for any loss or damage resulting from:-

1. any User’s use of the Services or any part(s) thereof;
2. any User’s inability to use the Services or any part(s) thereof;
3. the Service(s) or any part(s) thereof;
4. any User’s Account;
5. any User’s Subscriptions;
6. the content(s) accessible on or through the Platform;
7. any loss of goodwill;
8. any work stoppage;
9. any computer failure
10. any other technical malfunction; or
11. any other cause(s).

187. The Company shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages.

188. Notwithstanding that fault may be found on the part of the Company’s and/or its affiliate(s), and that the Company and/or its affiliate(s) may have been formerly advised of the risk of different damages, neither the Company nor its affiliate(s) shall be liable for any damages concerning:-

1. the Services, or any part(s) thereof,
2. the content(s) accessible on or through the Platform, or any part(s) thereof;
3. the Subscriptions, or any part(s) thereof;
4. any delay of any User in using:-

1. the Platform and the content(s) relevant thereto;
2. the Services;
3. the Subscriptions;

5. any inability of any User in using:-

1. the Platform and the content(s) relevant thereto;
2. the Services;
3. the Subscriptions;

6. any tortious liability or liabilities, covering negligence;
7. any strict liability or liabilities,
8. any breach of contract claim(s).

189. Each User agrees not to claim against the Company for all cause(s) of action, particularly where cause(s) of action relate to:-

1. the Services, and any part(s) thereof;
2. the Platform, and any part(s) thereof; and
3. any act(s), omission(s), opinion(s), response(s), piece(s) of advice, suggestion(s), piece(s) of information and service(s) of or from any of the Moodies.

190. Each User’s sole and exclusive remedy for any dissatisfaction with the Services, or any part(s) thereof, or any third party material(s) accessible on or through the Platform, is to stop using the Services and the Platform.

191. The Company and its affiliate(s) do not provide any guarantee, express or implied, on the following:-

1. continuous, error-free, virus-free and/or safe operation of the Services;
2. access to the Services, or any part(s) thereof;
3. accuracy of the content(s) accessible on or through the Platform;
4. accuracy of the content(s) accessible on or through the Services
5. User Account(s);
6. Subscriptions;
7. any other matter(s).

a. Force Majeure

192. The Company shall not be liable for any delay or failure to perform on the part of the Company resulting from cause(s) outside its reasonable control, including but not limited to:-

1. acts of God,
2. war,
3. terrorism,
4. riots,
5. embargos,
6. acts of civil or military authorities,
7. fire,
8. floods,
9. accidents,
10. strikes, or
11. shortages of transportation facilities, fuel, energy, labour or materials.

b. Survival of Terms and Severability

193. To the largest extent permitted under the applicable law(s), all clauses in relation to the limitation of liability of the Company and the rights of the Company shall survive any expiry and/or termination of this Agreement.

194. Except as otherwise expressly set forth in this Agreement, in the event that any provision(s) or part(s) of provision(s) of this Agreement shall be held by a court or any other tribunal of competent jurisdiction to be unenforceable, such provision(s) and/or part(s) shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining part(s) of this Agreement shall remain in full force and effect.

c. Waiver

195. Any waiver of or failure to enforce any provision(s) of this Agreement by the Company on one occasion shall not be deemed to be a waiver of or failure to enforce any other provision(s) in this Agreement by the Company on any other occasion(s).

c. Entire Agreement

196. This Agreement, the Company’s Privacy Policy, and other policies of the Company (if any), constitute and contain the entire agreement between the relevant parties, with respect to the subject matters hereof, and altogether supersede any prior oral and/or written agreement(s) among the said parties.