SHOPLINE Hong Kong Logistics-TC

1. Background. Starling Labs Limited and/or Shopline Solutions Limited (“SHOPLINE”), as the case may be, maintains certain user accounts with various Logistics Service Providers in Hong Kong. You, as SHOPLINE’s customer, wish to register one or more sub-accounts to use Logistics Service Providers’ services under SHOPLINE’s master accounts with Logistics Service Providers. You hereby agree to be bound by SHOPLINE Hong Kong Logistics Account Registration General Terms and Conditions (“Terms”). These Terms constitute a legally binding agreement between you and SHOPLINE and govern your use of the services hereunder and provide for certain limitations on such services.

2. Definitions. As used in these Terms, (a) “Logistics Service Providers” means SF Express, Kerry, Zeek, Pakpobox and any other Hong Kong-based logistics service providers which SHOPLINE contracts with and expressly includes in the scope of these Terms; and (b) “Logistics Service Provider Rules” means any agreements, policies, rules, standards, regulations issued by any Logistics Service Provider and published on your logistics service onboarding page with SHOPLINE or otherwise notified to you by SHOPLINE from time to time, including but not limited to the process and rules about the restriction, complaint, liability cap and compensation. Logistics Service Provider Rules shall become effective immediately upon their issuance and shall constitute an integral part of these Terms. Any references to these Terms shall be deemed to include Logistics Service Provider Rules unless the context shall otherwise require.

Links of Logistics Service Providers’ Terms and Conditions

SF Express Zeek Pakpobox(Alfred) Kerry Express HAVI

3. SHOPLINE Services. The services provided by SHOPLINE under these Terms are strictly limited to (a) assisting you in registering one or more sub-accounts under SHOPLINE’s master accounts with Logistics Service Providers (“Sub-Account”); and (b) facilitating your use of Logistics Services (as defined below) to the extent feasible and practical

(“SHOPLINE Services”). All SHOPLINE Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, SHOPLINE makes no representations or warranties of any kind, express or implied, as to SHOPLINE Service, the provision of SHOPLINE Services, or the information or content contained in SHOPLINE Services. You acknowledge and agree that SHOPLINE provides SHOPLINE Services for your convenience only. You further acknowledge that your Sub-Accounts are attached to SHOPLINE’s master accounts with Logistics Service Providers and shall remain the property of SHOPLINE or Logistics Service Providers (as the case may be) at all times.

4. Logistics Services. After your Sub-Account being set up, the logistics and delivery services provided by Logistics Service Providers (“Logistics Services”), the particulars of which are set out in the schedules to these Terms, the related files uploaded to your logistics service onboarding page with SHOPLINE, or the separate orders you place with Logistics Service Providers using your Sub-Accounts, shall be made available to you in accordance with these Terms and subject to the limitations therein. You acknowledge that SHOPLINE may add, remove or alter Logistics Service Providers from time to time without prior notice to you and you hereby authorize us to assign to you any Logistics Service Provider SHOPLINE deem appropriate for the provision of Logistics Services.

5. Registration.

(a)The successful registration of your Sub-Account is conditional upon your compliance with these Terms and fulfillment of SHOPLINE’s requirements. SHOPLINE may request from you certain business and personal information. You hereby agree to and accept the terms and conditions of SHOPLINE Terms (https://shopline.hk/en/about/terms) and terms and conditions of SHOPLINE Privacy Policy (https://shoplineapp.com/about/privacy).

(b)Where you are provided with unique credit account number(s) for your Sub-Account (the “credit account numbers”), you undertake to keep the credit account numbers secure and not to provide such credit account numbers to any third parties. You are solely responsible for all activity, liability and damage resulting from using the credit account numbers. You agree that SHOPLINE cannot and will not be liable for any loss or damage arising directly or indirectly from your failure to maintain the credit account numbers secure or leakage of the credit account numbers to any third parties.

6. Fees.

(a)Upon registering your Sub-Account, you agree (upon SHOPLINE’s request) to set up and maintain direct debit authorization allowing SHOPLINE to collect from your account a minimum sum of HK$10,000 per month (“DDA”), or to deposit with SHOPLINE an initial sum of HKD$10,000 as the total deposit for all applicable Sub-Account(s) to an account designated by SHOPLINE (the “Deposit”), at all time up to the termination of your Sub-Account. SHOPLINE will review the usage and sufficiency of the Deposit from time to time and you agree to top up the Deposit upon request of SHOPLINE. SHOPLINE reserves the right to increase the amount of DDA and Deposit (as applicable) or require from you a personal guarantee, an advance or other means from time to time, based on your usage of the Logistics Services, to secure your obligations and liabilities under these Terms.

(b)The fees for the provision of the services hereunder (the “Fees”) are set out in the invoices issued to you by SHOPLINE from time to time. You agree to pay the Fees to SHOPLINE within 14 days from the date of the relevant invoices, or such other period as specified in the relevant invoices. SHOPLINE reserves the right to (i) charge interest at 1% per month on any overdue sum if all or any part of the relevant invoice remains unsettled after the due date; and/or (ii) suspend your right to access or use your Sub-Account until the relevant invoice has been settled in full. You understand and agree that using the credit account number shall be deemed as your acts, and you shall bear the risk of leakage of the credit account numbers and shall not refuse to pay the Fees for any reason.

(c)All sums payable to SHOPLINE under these Terms are net of any payment processing fees, which shall be borne and paid in full by you. You shall ensure sufficient funds are remitted to cover such payment processing fees.

(d)If you use cash on delivery services through Logistics Services, you hereby acknowledge and agree, if a parcel is not successfully delivered to the recipients for reasons such as the Logistics Service Provider has attempted but failed to contact the recipients or the parcel is being rejected by the recipients, you are still liable to pay any fees, costs and expenses incurred in connection with the cash on delivery services, including but not limited to cash on delivery surcharges, forwarding and/or returning shipping fees, and other surcharges as informed to you, where appliable.

7. Relationship of the Parties. It is agreed and understood that (a) SHOPLINE is not your agent, representative, contractor or partner and vice versa; and (b) SHOPLINE is not an agent, representative, contractor or partner of any Logistics Service Provider and vice versa. SHOPLINE does not provide Logistics Services but merely pass through Logistics Services to you where available for your convenience. SHOPLINE shall assume no responsibility for the provision of Logistics Services.

8. Logistics Service Provider Rules. You hereby agree to be bound by Logistics Service Provider Rules (including any update thereto) and Logistics Service Provider Rules (including any update thereto) are incorporated herein by reference. Any Logistics Service Provider shall be an intended third-party beneficiary of these Terms. If any Logistics Service Provider and you may be deemed to have established any contractual relationship under the applicable Logistics Service Provider Rules, SHOPLINE shall be an intended third party beneficiary of such contractual relationship and shall have the right to enforce the applicable Logistics Service Provider Rules against you.

9. Disclaimer. SHOPLINE is entering into these Terms as an accommodation to you in connection with the certain other services provided by SHOPLINE to you under separate terms and conditions. Without prejudice to other provisions in these Terms, SHOPLINE hereby disclaims any express or implied warranties of any kind, including without limitation the implied warranty of merchantability or fitness for a particular purpose, or non-infringement of third-party rights.

10. Indemnification Against Breaches. You shall indemnify and hold SHOPLINE, its affiliates, and their respective directors, employees, agents and service providers harmless for and against any and all damages, losses, costs and expenses arising out of or resulting from (a) any breach of any representation, warranty or covenant made by you contained in these Terms; (b) any breach of any provision of these Terms by you; (c) any use or operation of or action within your Sub-Account made or authorized by you or your employees, agents, representative or affiliates.

11. Indemnification Against Third Party Claims. You acknowledge that SHOPLINE has agreed to indemnify and hold Logistics Service Providers harmless for some, and in some cases, all of your liabilities under the applicable Logistics Service Provider Rules. Insofar as SHOPLINE becomes liable to Logistics Service Provides or any other third party for any penalties, fines, fees, or other liabilities under or in respect of Logistics Service Provider Rules, you agrees to indemnify and hold SHOPLINE harmless from and against any and all such liabilities.

12. Limitation of Liability. Without prejudice to liability caps or limitations set forth in Logistics Service Provider Policies or any other agreement between you and SHOPLINE, SHOPLINE’s cumulative liability to you shall be limited to direct damages, and in all events shall not exceed in the aggregate the amount of fees paid by you to SHOPLINE during the one (1) month period immediately preceding the event giving rise to the claim for liability. This limitation of liability applies regardless of the legal theory on which the claim is based, including, without limitation, contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if SHOPLINE has been advised of the possibility of such damage.

13. Amendment. SHOPLINE may, in its discretion, change or amend any part of these Terms. SHOPLINE will notify you of any update to these Terms by email or by posting the updated Terms on your logistics service onboarding page with SHOPLINE or by other reasonable means. You are advised to check the Terms from time to time for any amendments that may impact you. By continuing the use of SHOPLINE Services or Logistic Services following the amendments to these Terms, you agree to be bound by the updated Terms with amendments.

14. Termination. SHOPLINE may terminate the services hereunder by serving you a notice without any reason at any time. Termination by SHOPLINE of these Terms shall be without prejudice to any rights or obligations, which arose prior to the date of termination.

15. Waiver. No waiver by either party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to these Terms, including any investigation by or on behalf of either party or a failure or delay by either party in exercising any power, right or privilege under these Terms, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants, or agreements contained herein. The waiver by either party hereto of a breach of any provision of these Terms shall not operate or be construed as a waiver of any subsequent breach.

16. Severability. In the event that any clause, sub-clause or other provision contained in these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such clause, sub-clause or other provision shall to that extent be severed from the remaining clauses and provisions, or the remaining part of the clause in question, which shall continue to be valid and enforceable to the fullest extent permitted by law.

17. Schedules and Exhibits. All schedules and exhibits attached to these Terms together form an integral part of these Terms. In the event of any inconsistency between the statements in the body of these Terms and those in any schedule or exhibit (other than an exception expressly set forth as such in the schedule or exhibit), the statements in the body of these Terms shall prevail.

18.Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”). You agree to resolve with SHOPLINE all claims, disputes or controversies arising out of or in connection with these Terms by conducting good faith negotiations. In the event that parties are unable to resolve such claims, disputes or controversies within 30 days of the first written notice of the same, you and SHOPLINE agree to submit to the exclusive jurisdiction of the courts of Hong Kong.