Starling Labs Limited ("Starling Labs", "we" or "us") owns and operates: (i) SHOPLINE, a mobile device application currently available on the App Store on the iOS platform operated by Apple Inc. (the "App"); and (ii) shoplineapp.com, a website (the "Website") (SHOPLINE and the Website and any website linked to the Website ("Linked Website"), together, shall be hereinafter referred to as the "SHOPLINE").
SHOPLINE and the Website offers to its members, among other things, trading, instant messaging and community-related services to buy and sell items on an integrated platform on the Internet ("Services"). Starling Labs is registered in Hong Kong under company number 1925394 and its registered office is at 9B Amtel Building, 148 Des Voeux Road, Central, Hong Kong.
SCOPE AND AGREEMENT
You are responsible for making all arrangements necessary for you to have access to SHOPLINE. You are also responsible for ensuring that all persons who access SHOPLINE through your mobile device and internet connection, respectively, are aware of these Terms and Conditions, and that they comply with them.
SHOPLINE's services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. You represent and warrant that all registration information you submit is accurate and truthful. Starling Labs may, in its sole discretion, refuse to offer access to or use of SHOPLINE to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access SHOPLINE is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use SHOPLINE's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the user and is responsible for any and all activities.
No individual should have more than one single account at any time. SHOPLINE has the right to limit an individual to one account when it deems it necessary to protect its users from fraud, or the risk of fraud.
Accounts must be registered only by the individual seeking membership. Registration of accounts in a name other than the registrant's, fictitious or real, is expressly prohibited. Such use constitutes fraud and may give rise to criminal prosecution and substantial damages. Starling Labs prosecutes fraud to the fullest extent of the law.
You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by SHOPLINE's policies as stated in the Agreement and the SHOPLINE policy documents listed below (if applicable to your activities on or use of SHOPLINE) as well as all other operating rules, policies and procedures that may be published from time to time on SHOPLINE by Starling Labs, each of which is incorporated herein by reference and each of which may be updated by Starling Labs from time to time without notice to you.
In addition, some services offered through SHOPLINE may be subject to additional terms and conditions promulgated by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify us of any unauthorised use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Starling Labs without Starling Labs' express written permission.
You must keep your account information up-to-date and accurate at all times, including a valid email address. To give and take items on SHOPLINE you must provide and maintain authentic personal information such as valid phone number and email address.
You may not transfer or sell your SHOPLINE account and User ID to another party.
While using SHOPLINE and/or the Website, and any Communication Services (as defined in clause .11.3 below) you will not:
post content or items which fall under an inappropriate category or areas on SHOPLINE or our Website;
violate any laws, third party rights, or our policies such as the Prohibited and Restricted Items Policy (as defined and of which details are set out in section [ ] below);
use our sites or services if you are not able to form legally binding contracts under the applicable laws, are under the age of 18, or are suspended from SHOPLINE.
manipulate the price of any item or interfere with other users' listings;
circumvent or manipulate our fee structure, the billing process or fees owed to the us;
post false, inaccurate, misleading defamatory, libellous content or personal or private information in relation to other users;
distribute or post spam, chain letters, or pyramid schemes;
distribute through SHOPLINE of any viruses, worms or any other technologies that may harm or cause detriment to our interests, the interests of SHOPLINE, the Website or the interests or property of other SHOPLINE users;
defame, abuse, harass, stalk, threaten or otherwise breach the legal rights (such as rights of privacy and publicity) of others;
advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages;
download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
restrict or inhibit any other user from using and enjoying the Communication Services;
breach any code of conduct or other guidelines which may be applicable for any particular Communication Service;
copy, modify and/or distribute content from the Website and its sub-domains, including our copyrights and trademarks; or
harvest or otherwise collect any data or information about users (which may be private or otherwise) without their consent.
Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our sites and their content, delay or remove hosted content, and take technical and legal steps to keep users off SHOPLINE if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.
We have no obligation to monitor any services provide on SHOPLINE. However, we reserve the right to review any posted materials and to remove any materials in our sole discretion. We reserve the right to terminate your access to SHOPLINE at any time without notice if we reasonably believe that you have breached these terms.
FEES AND RENEWALS
From time to time, we may offer different subscription terms, and the membership fees for such subscriptions may vary. The membership fees are non-refundable except as expressly set forth below. We will give you notice by email of your monthly or annual renewal (whichever applies) no less than seven (7) calendar days before your monthly or annual renewal date.
Unless you notify us before the renewal date of your membership that you want to cancel, your subscription will automatically renew and you authorize us (without notice to you) to collect the then applicable membership fees, using any valid payment source we have on record for you.
Free Trials: Free trials of SHOPLINE services and/or products may be offered by us from time to time. The Terms and Conditions of such free trials shall be contained in the offer. No refund of any amount paid shall be granted under any of the following circumstances: (i) the accurate conversion of a free trial to a paid service; (ii) the accurate collection of any fee for any active membership or other subscription service; or (iii) the accurate collection of fees or other payment for any other product or service. For annual memberships, customers must contact Starling Labs directly at firstname.lastname@example.org to cancel the membership.
Termination/Cancellation Policy: If you are enrolled in an annual plan, you may choose to cancel your plan at any time prior to the end of the year-commitment with thirty (30)]calendar days’ notice. During such 30-day notice period, you will continue to have access to the Website and services and will be charged for the 30-day period. The 30-day notice period is not a penalty or a liquidated damages provision, but rather, an alternative option available to you to comply with your obligations under the Terms and Conditions.
If you fail to provide an on-time full-subscription payment, Starling Labs reserves the right to cancel your account. If you are enrolled in an annual plan, Starling Labs reserves its right to deem such failure to be a notice of cancellation and cancel your account at the end of such 30-day notice period. During the 30-day notice period, you will continue to have access to the Website and services and will be charged a monthly fee.
If you violate any of these Terms and Conditions, Starling Labs reserves the right to terminate your SHOPLINE membership immediately. For termination for violation of the Terms and Conditions, there will not be a 90-day notice pxeriod and you will not continue to have access to the Website and services.
SHOPLINE IS A VENUE
You acknowledge that SHOPLINE is a venue for sellers of items to display their products and for buyers to find items of interest to them. Starling Labs and SHOPLINE are not involved in the actual transaction between buyers. Starling Labs and SHOPLINE have no control over and do not guarantee the quality, safety or legality of items advertised, the ability of sellers to sell their respective items, the ability of buyers to pay for items, the truth or accuracy of the representations made by users in respect of their items listed on SHOPLINE. Starling Labs and SHOPLINE cannot provide any assurance for whether exchange of communication or statements of intention between buyers and sellers to conclude a transaction between users through SHOPLINE will ultimately be consummated with an exchange of consideration for products or services.
You will not hold Starling Labs nor SHOPLINE responsible for other loss, injury, claim, liability, or damage ("Loss") related to your use of any Linked Website ("Linked Website"), including, without limitation, if this Loss related to users' content, actions or inactions or their statements and representations made through SHOPLINE's instant messaging service or posted on SHOPLINE.
We do not transfer or guarantee the transfer of legal ownership of items from the seller to the buyer. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller. Further, we cannot guarantee continuous or secure access to our services, and operation of SHOPLINE may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our sites and services. You use SHOPLINE at your own risk.
In the event that a dispute arises between you and one or more users, you release Starling Labs and SHOPLINE (and our staff, subcontractors and all affiliated parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe exchange when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using this Site, you agree to accept such risks and Starling Labs and SHOPLINE is not responsible for the acts or omissions of users on SHOPLINE.
We aim to update the Website regularly and can change the content at any time. We will use our reasonable efforts to keep the Website available to you, but if necessary, we may suspend access to the Website, or close it indefinitely. We will not be liable if for any reason the Website is unavailable at any time or for any period.
The Website and some of the articles on the Website contain links to other resources and businesses on the Internet. We provide these citations and aids to help you identify and locate other Internet resources that may be of interest. The citations do not mean that we sponsor, are affiliated to or associated with, or legally authorised to use, any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol in the links. Our liability for your use of the Website is set out in the Liability Disclaimer section below.
Certain services made available via SHOPLINE may be delivered by third parties. By using any product, service or functionality originating from the Website domain or SHOPLINE, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality for the Website’s users and customers.
PROHIBITED, QUESTIONABLE AND INFRINGING ITEMS AND ACTIVITIES
You are solely responsible for your conduct and activities on and regarding SHOPLINE and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on SHOPLINE.
Your Content and your use of SHOPLINE shall not:
be false, inaccurate or misleading';
be fraudulent or involve the transaction of illegal, counterfeit or stolen items
infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
violate this Agreement, any site policy, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, anti-discrimination or false advertising)
contain items that have been identified by the Hong Kong Consumer Goods Safety Ordinance as hazardous and therefore subject to a recall
be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including SHOPLINE staff or Starling Labs staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
be obscene or contain child pornography
contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
post images not part of a listing
modify, adapt or hack the Website or SHOPLINE or modify another website or create a another mobile device application so as to falsely imply that it is associated with SHOPLINE or Starling Labs;
Appear to create liability for Starling Labs or cause Starling Labs to lose (in whole or in part) the services of Starling Labs' ISPs or other suppliers; or
Starling Labs reserves the right to remove any Content posted by any user onto SHOPLINE which fall under any of the categories as described in clause 7.2.1 to 7.2.12 above or any Content which is inappropriate for posting on SHOPLINE in the sole discretion of Starling Labs.
We will not own the materials you provide to us (including feedback and suggestions) or post, upload, input or submit to any Starling Labs through the SHOPLINE Platfform or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission, you are granting Starling Labs, its affiliated companies and necessary sub-licensees a license solely to enable Starling Labs and SHOPLINE to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. You grant Starling Labs a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity and database rights you have in any Submission you provide to Starling Labs through SHOPLINE.
No compensation will be paid in relation to the use of your Submission, as provided in these Terms and Conditions. We are under no obligation to post or use any Submission you provide and may remove any Submission at any time in our sole discretion.
By providing a Submission to Starling Labs through SHOPLINE, it becomes possible for a third party website or a third party person to re-post that Submission. You agree to hold Starling Labs harmless for any dispute concerning this use. If you choose to display your own SHOPLINE -hosted image on another website, the image must provide a link back to its listing page on the Website.
By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
Users may arrange and attend in-person meetings ("Meetings") with one or more individuals through SHOPLINE. Users are solely responsible for interactions with others. Users must comply with the terms of this Agreement and Starling Lab's policies and acknowledge and agree to comply with the law of Hong Kong, during the course of the Meeting. Additional eligibility requirements for a particular Meeting may be set by the group's contact person. Starling Labs is not involved with Meetings arranged between different users of SHOPLINE.
Starling Labs does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for their interactions with other users. Users understand that Starling Labs takes steps to verify the identity of a user but does not in any way screen or perform background checks on its users. All users agree to and acknowledge that they bear all risk in electing to attend Meetings which take place both online and offline. We encourage all users to exercise caution and good judgment in all interactions with other users, particularly if meeting offline or in person.
LINKS TO THIRD PARTY WEBSITES / THIRD PARTY SERVICES
Linked Websites are not under our control and we are not responsible for the contents of any Linked Website including, without limitation, any link contained in a Linked Website, or any changes or updates to a Linked Website. We are not responsible for webcasting or any other form of transmission received from any Linked Website. We are providing these links to you only as a convenience, and the inclusion of any link does not mean we endorse the site or have any association with its operators. These Terms and Conditions do not cover your interaction with Linked Websites, and you should carefully review the Terms and Conditions and privacy policies of any third party sites.
Always use caution when giving out any personally identifying information about yourself or your children when using any communication services featured on SHOPLINE, including without limitation, bulletin board services, chat areas, communities, and/or other communication facilities designed to enable you to communicate with other users or the public at large ("Communication Services"). We do not control or endorse the content, messages or information found in any Communication Service and, therefore, we specifically disclaim any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not our authorised spokespersons and their views do not necessarily reflect our views.
We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our discretion.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Website, you warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions and notices. You must not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
Starling Labs, SHOPLINE, and other Starling Labs and SHOPLINE graphics, logos, designs, page headers, button icons, scripts, and service names are the intellectual properties of Starling Labs and may not be used, including as part of trademark and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
The names of actual companies and products mentioned on SHOPLINE may be the trademarks of their respective owners.
CHANGING THESE TERMS AND CONDITIONS
We reserve the right to change the Terms and Conditions under which the Website is offered. We will give three months' notice of these changes to all fee paying members where such changes will result in a material reduction in the availability, benefits and features of the Website. In all other circumstances, we will give notice (which may be immediate notice) before the changes take effect.
You understand and agree that your use of the Website after the date on which the Agreement has changed will be treated as acceptance of the updated Agreement.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Website.
Our performance of this Agreement is subject to existing laws and legal process. Nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the warranty disclaimers and liability limitations set out above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.
Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us with respect to the Website and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to the Website.
You must not assign or otherwise transfer the Terms and Conditions, or any right granted under them, without our written consent. We can freely transfer our rights under the Terms and Conditions.
Any failure by us to enforce or exercise any provision of the Terms and Conditions, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in this Agreement are reserved.
We may provide you with notices, including those regarding changes to the Terms and Conditions, by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.
A printed version of the Agreement, and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
GOVERNING LAW AND DISPUTE RESOLUTION
You agree that these Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of Hong Kong.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, including any claim that this Agreement or any part of this Agreement is invalid, illegal, or otherwise voidable or void, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules then in force. The appointing authority and the place of arbitration shall be the Hong Kong International Arbitration Centre. There shall be only one arbitrator. The language of the arbitration shall be English. Any award of the arbitrator shall be enforceable by any court having jurisdiction over the party against which the award has been rendered.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THE WEBSITE. STARLING LABS AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME. INFORMATION AND OPINIONS RECEIVED VIA THE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
ALTHOUGH STARLING LABS WILL USE ITS REASONABLE EFFORTS TO KEEP THE WEBSITE AVAILABLE AND THE INFORMATION ON THE WEBSITE REASONABLY ACCURATE, STARLING LABS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. STARLING LABS AND/OR ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
GUEST USERS – YOU USE THE WEBSITE AT YOUR OWN RISK. NEITHER STARLING LABS NOR ANY COMPANY WITHIN OUR GROUP, AND OUR AND THEIR RESPECTIVE AGENTS, EMPLOYEES AND SUB-CONTRACTORS, SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES WHATSOEVER OR HOWSOEVER ARISING IN CONNECTION WITH THE WEBSITE (WHETHER UNDER THESE TERMS AND CONDITIONS OR OTHER CONTRACT OR AS A RESULT OF ANY MISREPRESENTATION, MISSTATEMENT OR TORTIOUS ACT OR OMISSION, INCLUDING NEGLIGENCE).
FEE PAYING MEMBERS –STARLING LABS'S LIABILITY TO YOU FOR ANY LOSS OR DAMAGE IS LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE SUBSCRIPTION FEE RECEIVED BY STARLING LABS FOR THE SUBSCRIPTION PERIOD IN WHICH THE LIABILITY AROSE.
Under this clause 18:
"Starling Labs' liability" includes that of any company in our group and our and their respective agents employees, sub-contractors;
"you" includes any other party claiming through you;
"Loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with use of the website, whether under this agreement or other agreement or as a result of any misrepresentation, mistatement or tortious act or omission, including neglgience.
this section of the terms & conditions does not affect claims relating to death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.