Terms of Service

1. The definitions and rules of interpretation in this clause apply in this agreement.
   1. UUKA: a SaaS (Software as a Service) solution developed by Popular IT Limited, a company incorporated in Hong Kong with its registered office situated at Unit 1911-12, Sterling Centre, 11 Cheung Yue Street, Lai Chi Kok and online at: https://www.popularit.com/
   2. Customer: means the person or company to whom the UUKA grants a right to use the Services under this SaaS Agreement.
   3. Authorized Users: those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation.
   4. Business Day: any day which is not a Saturday, Sunday or public holiday in Hong Kong.
   5. Customer Data: the data inputted by the Customer, Authorised Users, or UUKA on the Customer's behalf of use the Services or facilitate the Customer’s use of the Services.
   6. Effective Date: the date of signing this agreement.
   7. Normal Business Hours: 9:00 am to 6:00 pm local HK time, each Business Day.
   8. Software: the online or offline software applications provided by UUKA as part of the Services.
   9. Subscription Fees: the subscription fees payable by the Customer to UUKA for the User Subscriptions.
   10. Subscription Term: This Agreement begins on the Effective Date and will continue until terminated (the "Term").
   11. Support Services Policy: UUKA's policy for providing support in relation to the Services as made available at www.uuka.cloud or such other website addresses as may be notified to the Customer from time to time.
   12. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
   13. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
3. Words in the singular shall include the plural and vice versa.
4. A reference to one gender shall include a reference to the other genders.

1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, UUKA hereby grants to the Customer a nonexclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the customer's internal business operations.
2. In relation to the Authorised Users, the Customer undertakes that:
   1. the maximum number of Authorised Users that are authorized to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
   2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
   3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep his password confidential;
   4. it shall permit UUKA to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at UUKA's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
   5. if any of the audits referred to in clause 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to UUKA’s other rights, the Customer shall promptly disable such passwords and UUKA shall not issue any new passwords to any such individual;
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
   1. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitate illegal activity;
   3. depict sexually explicit images;
   4. promote unlawful violence;
   5. are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
   6. cause damage or injury to any person or property;
   7. and UUKA reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
4. The Customer shall not:
   1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      1. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or attempt to reverse compile, disassemble, reverse engineer or
      2. otherwise, reduce to human-perceivable form all or any part of the Software; or Documentation (as applicable) in any form or media or by any means
   2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
   3. use the Services and/or Documentation to provide services to third parties; or
   4. subject to clause 15.5.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
   5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;
5. The Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify UUKA.
6. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

1. Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1 and UUKA shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
2. If the Customer wishes to purchase additional User Subscriptions, UUKA may adjust the fees payable by the Customer, based on the number of users, at the next billing cycle.
3. Once the payment of UUKA’s invoice has been received, such additional User Subscriptions will be activated and the additional users will become Authorised Users.

1. UUKA shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
2. UUKA shall use commercially reasonable endeavours to make the Services available
   1. planned maintenance carried out during the maintenance window of 9:00 am to 6:00 pm HK time; and
   2. unscheduled maintenance performed outside Normal Business Hours provided that UUKA has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
3. UUKA will provide customer technical support on the forum of the UUKA website. The Customer can raise inquiries by opening a thread on the forum. UUKA's technical support team will follow up irregularly.

1. The Customer shall own all rights, title, and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.
2. UUKA shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for UUKA to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by UUKA in accordance with the archiving procedure. UUKA shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties subcontracted by UUKA to perform services related to Customer Data maintenance and back-up).
3. UUKA shall, in providing the Services, comply with its Privacy Policy relating to the privacy of the Customer Data available at www.uukaonline.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by UUKA in its sole discretion.
4. If UUKA processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and UUKA shall be a data processor and in any such case:
   1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the Hong Kong or the country where the Customer and the Authorised Users are located in order to carry out the Services and UUKA’s other obligations under this agreement;
   2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to UUKA so that the UUKA may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
   3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
   4. UUKA shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
   5. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

UUKA may integrate with third-party software to provide a full suite of functionalities to the Customer. UUKA is not responsible for any issues and/or direct or indirect losses arising from the use of any third-party software. Customer access and use of the third-party software are governed by the terms of service and/or the user agreements of that software.

1. UUKA undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by the use of the Services contrary to UUKA's instructions, or modification or alteration of the Services by any party other than UUKA or UUKA's duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, UUKA will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, UUKA:
   1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This agreement shall not prevent UUKA from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
4. UUKA warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.

The Customer shall:

1. provide UUKA with:
   1. all necessary cooperation in relation to this agreement; and
   2. all necessary access to such information as may be required by UUKA;
   in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
2. comply with all applicable laws and regulations with respect to its activities under this agreement;
3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, UUKA may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for UUKA, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that its network and systems comply with the relevant specifications provided by UUKA from time to time; and
7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to UUKA’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

1. The Customer shall pay the Subscription Fees to UUKA for the User Subscriptions in accordance with this clause 9.
2. The Customer shall on the Effective Date provide to UUKA valid, up-to-date and complete credit card details or approved purchase order information acceptable to UUKA and any other relevant valid, up-to-date and complete contact and billing details.
3. If at any time whilst using the Services, the Customer exceeds the usage quota specified in the Documentation, the Subscription will be suspended until the Customer pays the fee for excess usage quota.
4. UUKA shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.4 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
5. Customers will pay all Fees for the Services. UUKA will invoice Customer all Fees for the Services. Customers may elect one of the following billing options, or from among other options offered by UUKA, when placing its order for the Services. UUKA may change its offering of billing options, including by limiting or ceasing to offer any billing option, upon thirty days’ written notice to Customer (which may be by email). Billing options may not be available to all customers. Customers may pay for the Services using the payment options listed in clause 9.6.
   1. Monthly Plan. If the Customer selects this option, the Customer will not be committed to purchase the Services for a pre-defined term but will pay for the Services on a monthly basis. UUKA will bill Customer: (i) Fees based upon Customer’s daily usage of the Services during the preceding month; and (ii) monthly in arrears for its use of the Services. UUKA will provide Customer with the monthly rate for the Services when Customer orders the Service and will use this rate to calculate the Fees, on a prorated basis, for Customer’s daily usage during that month. Any partial day of Services usages will be rounded up to a full day of Services usage for the purposes of calculating Fees.
   2. Annual Plan. If the Customer selects this option, the Customer will be committed to purchasing the Services from UUKA for an annual term. UUKA will bill Customer according to the terms associated with Customer’s elections on the Order Form.
6. All payments due are in Hong Kong dollars unless otherwise indicated on the Order Form or invoice.
   1. Credit Card or Debit Card. Fees for orders where Customer is paying with a credit card, debit card or other non-invoice forms of payment, are due at the end of the month during which Customer received the Services. For credit cards, or debit cards, as applicable:
      1. UUKA will charge Customer for all applicable Fees when due and
      2. these Fees are considered overdue thirty days after the end of the month during which Customer received the Services.
7. Customers shall pay all Fees for the Services on or before the Subscription due date. If Customer’s payment of Fees is overdue if UUKA has not received it by the payment due date,
   1. If Customer’s payment is overdue, UUKA may:
      1. charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full, and
      2. suspend or terminate the Services.
   2. The Customer will reimburse UUKA for all reasonable expenses (including attorneys' fees) incurred by UUKA in collecting overdue payments, except where such payments are due to UUKA’s billing inaccuracies.

1. The Customer acknowledges and agrees that UUKA and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
2. UUKA confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the other party's lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
   4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
   5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
3. Each party shall take all reasonable procedures to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute UUKA's Confidential Information.
6. UUKA acknowledges that Customer Data is the Confidential Information of the Customer.
7. This clause 11 shall survive termination of this agreement, however, arising.

1. The Customer shall defend, indemnify and hold harmless UUKA against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:(
   1. the Customer is given prompt notice of any such claim;
   2. UUKA provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
   3. the Customer is given sole authority to defend or settle the claim.
2. UUKA shall, subject to clause 12.5, defend the Customer, its officers, directors, and employees against any claim that the Services or Documentation infringes any Hong Kong patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
   1. UUKA is given prompt notice of any such claim;
   2. the Customer provides reasonable co-operation to UUKA in the defence and settlement of such claim, at UUKA's expense; and
   3. UUKA is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, UUKA may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall UUKA, its employees, agents, and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
   1. a modification of the Services or Documentation by anyone other than UUKA; or
   2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by UUKA; or
   3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from UUKA or any appropriate authority.
5. The foregoing states the Customer's sole and exclusive rights and remedies, and UUKA's (including UUKA’s employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

1. Subject to the provisions of clause 12 this clause 13 sets out the entire financial liability of UUKA (including any liability for the acts or omissions of its employees, agents, and subcontractors) to the Customer in respect of:
   1. any breach of this agreement;
   2. any use made by the Customer of the Services and Documentation or any part of them; and
   3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
2. Except as expressly and specifically provided in this agreement:
   1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. UUKA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to UUKA by the Customer in connection with the Services, or any actions taken by UUKA at the Customer's direction;
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
   3. the Services and the Documentation are provided to the Customer on an "as is" basis.
3. Nothing in this agreement excludes the liability of UUKA:
   1. for death or personal injury caused by UUKA's negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to clause 13.2 and clause 13.3:
   1. UUKA shall not be liable whether, in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
   2. UUKA's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

1. UUKA reserves the right, without notice, in our sole discretion and at any time, to terminate, revoke, suspend Customers’ right and ability to access or use the Services or any part of it as well as to control who can use the Services and request that Customers stop accessing or permanently destroy certain content or information available through the Services. UUKA may also modify, suspend, or discontinue the Services. UUKA is not responsible for any loss or harm related to our termination of the Customers’ access or use of the Services.
2. Customers may stop using the Services any time by deactivating their account, if the Customers are a registered Customer, or simply by ceasing to access or use the Services.
3. UUKA reserves the right to suspend or terminate Customers’ access to the Services if UUKA reasonably believes:
   1. Customers are in serious or repeated breach of these Terms (including a prolonged failure to settle any payment);
   2. Customers are using the Services in a manner that would cause a real risk of harm or loss to UUKA, other Customers, or the public;
   3. UUKA is requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or
   4. our provision of the Services to Customers is no longer possible or commercially viable.
4. In any of the above cases, UUKA will attempt to notify Customers at the email address included in their Account Information or on their next attempt to access their account, unless UUKA is prohibited from notifying the Customers by law.
5. Where UUKA considers necessary or appropriate, UUKA will report any breach of these Terms to law enforcement authorities and UUKA will cooperate with such authorities by disclosing the Customers’ identity and providing any information about the Customers within our systems to them.

1. Force Majeure
   UUKA shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of UUKA or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
2. Waiver
   1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
   2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
3. Severability
   1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
   2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
4. Entire Agreement
   1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
   2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
5. Assignment
   1. The Customer shall not, without the prior written consent of UUKA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
   2. UUKA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
6. Changes of Terms

   From time to time, UUKA may amend these Terms by posting the updated terms on our website www.uuka.cloud. If UUKA makes material changes, UUKA will notify Customers of the changes before they become effective. By continuing to use our services after the changes come into effect means that Customers agree to be bound by the revised Terms.

7. Governing Law and Jurisdiction
   1. These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
   2. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.