Last updated: 2018-02-26
1. GENERAL TERMS
1.1. Welcome to MyEthShop
1.1.1. Thank you for visiting website or facebook of MyEthShop (a.k.a “MES” hereafter), a blockchain assets trading platform provided by and proprietary to Elabs Company Limited, a Hong Kong body corporate (Hong Kong company number 64650156-000-04-17-4). By using MES, you (a “User,” regardless of whether you are an individual or institution) are agreeing to be legally bound by these terms (the “Agreement”), so please read them carefully. If any term in this Agreement is unacceptable to you, please do not visit, access or use MES. Use of the words “we,” “us” or “our” in this Agreement refer to MES and any or all of its affiliates.
1.2. General Terms of Service
1.2.1. By visiting, accessing or using MES, you have indicated that you are at least eighteen (18) years old, have the legal capacity to accept this Agreement and to agree to be bound by it in its entirety. Feel free to print and keep a copy of this Agreement, but please understand that we reserve the right to change any of these terms at any time. You have the right to receive prior notice of any material changes and you can always find the latest version of this Agreement here on this page. You will be asked to agree to the revised User Agreement prior to accessing MES and your use of MES following any update to this Agreement is considered to be your acceptance of any such changes. You should, therefore, read this Agreement. If you do not agree to be bound by this Agreement, you should not visit, access or use MES.
1.3.1. As used herein, “Blockchain Assets” so far means Ether, and other mathematically-based or cryptographic protocols that are network-based.
2. USERS AND ACCOUNTS
2.1. User is required to sign up before any actual trading activities. For daily trading amount over HK$5,000, user would be required to provide a copy of address proof (any utility bills within issued within 3 months) and a copy of identity card or passport.
3. REGULATORYCOMPLIANCE AND VERIFICATION
3.1. Compliance
3.1.1. Our AML Policy contains Anti-Money Laundering (“AML”) AML and Counter- Terrorist Financing (“CTF”) provisions, as mandated by the Money Service Operator Ordinance (“MSO”), the Anti Money Laundering and Counter-Terrorist Financing Ordinance (“AMLCTFO”) and other relevant Hong Kong and International Law, and any other rules and regulations regarding AML. These standards are designed to prevent the use of MES services to aid money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and related acts that facilitates money laundering, terrorist financing or any other financial crimes.
3.1.2. In the event that you are suspected of being in breach of any AML compliance provisions, you agree that we have the right to suspend your transaction, User Account and access to MES, until a thorough investigation in partnership with Law Enforcement Agencies has taken place.
3.1.3. Should your User Account or any other account registered to or associated with the same MES Account be proven to be in breach of any such provision, you agree that we have the right to close your User Account.
3.1.4. In the event that you are the owner and/or designated representative of a MES Account that is or has any associated account suspected of being in breach of any AML compliance provision, you agree that we have the right to suspend the associated MES Account, all its associated accounts, and your access to MES, until a proper investigation has taken place. Should this MES Account or any associated account be proven to be in breach of any such provision, you agree to forfeit any and all funds in the Fiat Account and/or Blockchain Asset Account associated with this MES Account to the appropriate authorities.
3.1.5. Our AML Policy also focuses on the detection and prevention of fraudulent activity in the following ways:
3.1.5.1. Identification and assessment of fraud-related risk areas;
3.1.5.2. Procedures and controls to protect against identified risks;
3.1.5.3. Allocation of responsibility for monitoring risks; and
3.1.5.4. Procedures for the periodic evaluation of revision of the anti-fraud procedures, controls and monitoring mechanisms.
3.2. Applicable Rules and Regulations for Transactions
3.2.1. All of your Orders or requests that are facilitated by MES or its managers, directors, officers, employees, consultants, agents, advisors, financial institutions with which we work, licensors, licensees, or its or their affiliates (collectively, “MES”) shall be subject to all laws, regulations, and rules of any applicable governmental or regulatory authority, including but not limited to, money service operator business regulations under the Money Services Operators Ordinance, the relevant regulations of the Hong Kong Customs and Excise Department and AML/CTF provisions as mandated by Hong Kong Law and any other rules and regulations regarding AML/CTF.
3.2.2. As such, legislative and regulatory changes or actions at the local or international level may adversely affect the use, transfer, exchange, and value of your Blockchain Assets.
4. BROKERAGE OPERATIONS AND ORDERS PROCESS
4.1. Transactions
4.1.1. All buy transactions are purchases of Blockchain Assets with fiat currency. All sell transactions are sales of Blockchain Assets for fiat currency.
4.1.2. You may choose to complete the transaction online or in person. For transactions made online, you agree and confirm the order with our staff online, deposit the agreed fiat currency or Blockchain Assets within 10 minutes. Once we have confirmed the transferal, we would then transfer respective amount of Blockchain Assets or fiat currency to the wallet address or bank account provided by you; for transactions handled in person, you arrange to meet our staff at our office, deposit the agreed fiat currency or Blockchain Assets, we would then transfer respective amount of Blockchain Assets to the wallet address provided by you or cash to you in person immediately.
4.1.3. For transactions made online, the trading price is agreed with our price online and the agreed price would be valid for 10 minutes only. You agree that you would have to agree to another price after 10 minutes. For transactions handled in person, the price would be with reference to our website at the time we meet. You agree that you are subject to the price floating during the time lapsed between arrangement for meeting and the time we meet.
4.1.4. You agree that once you have transferred fiat currency or Blockchain Assets to us, you could not cancel the order.
4.1.5. MES reserves the right to reject or cancel Orders made and/or pending during downtime. Certain deposit or withdrawal requests for both Blockchain Assets and fiat currency may not be processed outside of normal banking hours.
4.1.6. Orders may be subject to delays, difficulties, and/or conditions affecting transmission or execution of Orders over which MES has no control, including, but not limited to, mechanical or electronic failure or market congestion. We are not liable for any delays, difficulties or conditions adversely affecting transmission or execution of Orders. MES shall not be liable for any refunds as a result of the technical issues outlined above.
4.1.7. We may require you to confirm your Order request via telephone or by other forms of authentication prior to execution if it is deemed suspicious.
5. FEES
5.1. Trading Fee Schedule
5.1.1. Our transaction fee is reflected in the bid-ask price spread. No additional fee is charged except for any possible service charge of handling in person.
5.1.2. We reserve the right to change, modify or increase our Fee at any time. Any change to the Fee, including adjustments to any of the tiers or rates, will be effective without any notice.
5.1.3. Your use of MES following any update to our Fee is considered to be your acceptance of any such changes.
5.1.4. You agree to pay all Fees associated with or incurred by your MES Account, the Orders you enter into, and the services you receive.
6. FUNDS AND DEPOSITS
6.1. Source of Funds
6.1.1. You agree, represent and warrant that no funds transferred to us, either in Fiat Currency or Blockchain Assets, are the direct or indirect proceeds of any criminal or fraudulent activity.
7. PRIVACY AND DATA PROTECTION
7.1. Privacy of Information
7.1.1. We collect your personal information when your daily transaction exceeds HKD5,000. You acknowledge that the information is only for our record.
7.1.2. In addition, you acknowledge and agree that we will share information concerning you (i) with our financial institutions and appropriate local and foreign regulatory authorities in connection with providing the services contemplated by this Agreement and (ii) in response to a court or government order.
7.1.3. We may also disclose information about you and your accounts to any of the MES in accordance with the Privacy (Data Protection) Ordinance (“PDPO”) applicable laws, our Privacy Policy and customary banking practices.
7.1.4. Lastly, you agree that we may obtain and use such information as may be necessary for legitimate business needs in connection with the operation of MES. For more details regarding what information we collect and how we treat your information please refer to our Privacy Policy available at our Privacy Policy and incorporated herein by reference.
8. RISK DISCLOSURE
8.1. Trading bitcoin, ether, or any other blockchain asset carries a high level of risk, and may not be suitable for you. You should be aware that you may sustain a total loss of the asset. When accessing or using MES, please consider the following risks:
8.1.1. The risk of loss in trading Blockchain Assets may be substantial and losses may occur over a short period of time;
8.1.2. The price and liquidity of Blockchain Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
8.1.3. Legislative and regulatory changes or actions in your local jurisdiction or at the international level may adversely affect the use, transfer, exchange and value of Blockchain Assets;
8.1.4. Blockchain Assets are not legal tender, are not backed by any government, and Blockchain Asset accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections; transactions in Blockchain Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable some Blockchain Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the transaction;
8.1.5. The value of Blockchain Assets may be derived from the continued willingness of market participants to exchange fiat currency for Blockchain Assets, which may result in the potential for permanent and total loss of value of a particular Blockchain Asset should the market for that Blockchain Asset disappear;
8.1.6. The nature of Blockchain Assets may lead to an increased risk of fraud or cyber- attack, and may mean that technological difficulties experienced by MES may prevent the access to or use of your Blockchain Assets;
8.1.7. The prices quoted on MES may not necessarily reflect the broader market.
8.1.8. The use of electronic trading systems and communication networks to facilitate trades exposes you to risks associated with the system including the failure of hardware and software system or network down timed access or connection failures. You acknowledge that MES will not be responsible for any services disruptions, errors or delays that you may experience while using its services.
8.1.9. If you are located in Hong Kong, please take note of the Hong Kong Government risk warning on virtual commodities.
8.2. YOU ACKNOWLEDGE AND AGREE TO ACCESS AND USE MES AT YOUR OWN RISK. THE POINTS NOTED ABOVE APPLY TO ALL TRADING PAIRS AVAILABLE ON MES. HOWEVER, THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS ASSOCIATED WITH TRADING BLOCKCHAIN ASSETS. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. PLEASE CAREFULLY CONSIDER YOUR INVESTMENT OBJECTIVES, LEVEL OF EXPERIENCE, AND RISK APPETITE BEFORE USING ANY OF OUR SERVICES. SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISOR IF YOU HAVE ANY DOUBTS.
9. INTELLECTUAL PROPERTY AND RELATED RIGHTS
9.1. Proprietary Rights and Limitations On Use of the Platform
9.1.1. MES website and trading platform is our proprietary platform. All rights are reserved. MES is protected by copyright and other intellectual property laws.
9.1.2. You agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store MES (or any portion thereof, including MES source code or data or other information provided via MES), without the express prior written consent of the MES Parties. You may not use MES for any unlawful purpose.
9.2. License to use MES Platform
9.2.1. We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use MES and to access data and other informational content through MES consistent with this Agreement. All other uses are prohibited. All rights in and to MES, and not granted herein, are reserved.
9.3. Trademark Rights
9.3.1. MES and the MES logo (whether registered or unregistered) (the “Marks”) are proprietary Marks licensed to MES and protected by applicable trademark laws. Nothing contained in this Agreement should be construed as granting any license to or right to use any of the Marks displayed here without our express written consent. Any unauthorized use of our Marks is strictly prohibited.
9.4. Third Party Intellectual Property Rights
9.4.1. Also, you may not use any of our Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Blockchain Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to MES or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.
9.5. Third Party Websites
9.5.1. MES may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. MES has no control over any such other websites or their contents and will have no liability arising out of or related to such websites or their contents. The existence of any such links does not constitute an endorsement of such websites, the contents of the websites or the operators of the websites. MES is providing these links to you only as a convenience.
9.6. Submissions to MES
9.6.1. MES cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting unsolicited information or materials to the MES, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.
9.6.2. MES does not provide any facility for sending or receiving private or confidential electronic communications. You should not use MES to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into MES can and may be read by the MES Parties, regardless of whether they are the intended recipients of such messages.
10. SYSTEMS OPERATIONS
10.1. System Disruptions or Malfunctions
10.1.1. We reserve the right to reverse and/or cancel one or more Orders in the event of (i) any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms or other components of or integral to MES or of Blockchain Assets, (ii) any other severe business disruption to MES, its systems or Blockchain Assets, where the nullification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of you and the public interest.
10.1.2. If such a disruption or malfunction occurs, our Chief Executive Officer, President and (or their designees), or others as may be designated by our Board of Directors, may review such Orders and declare such Orders arising out of the operation of MES during such period null and void.
10.1.3. Absent extraordinary circumstances, any such action of the Chief Executive Officer, President and (or their designees), or the designees of the Board of Managers, pursuant to this paragraph will be taken within three (3) business days of detection of the erroneous transaction or disruption or malfunction. We will notify you if you are involved in any such event as soon as practicable.
10.2. Systems Not Guaranteed
10.2.1. MES uses commercially reasonable efforts to provide the trading service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside the control of MES. These factors can contribute to delays or errors in service or system outages.
10.2.2. In no event will we, or our affiliates, be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of MES, or any act or omission in connection with your accessing MES.
10.2.3. We are not liable by reason of acting or failing to act due to an error in an Order request actually received by us, or as a result of an Order request not being received by us. We, or our affiliates, are not responsible for any losses, damages or personal injury that any person suffers as a result of you accessing MES.
11. DISCLAIMERS, WARRANTIES AND INDEMNITIES
11.1. Ordinary Care
11.1.1. You acknowledge and agree that the MES Parties cannot be held responsible for any failure or delay to act by MES, our Banks, or any other participant in any transaction within the time limits prescribed by law or permitted by this Agreement that is caused by your negligence.
11.1.2. MES also cannot be held responsible for any failure or delay caused by an interruption to one of our communication facilities, suspension of payments by another financial institution or one of our Banks, or in the event of any act, condition or cause beyond our reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake or other acts of God, fire, water, war, acts of war, terrorist activities, insurrection, riot, labour dispute or strike, action of government, utility or other service outages or failures, or emergency conditions.
11.1.3. In addition, the MES cannot be held responsible for any “System Disruptions or Malfunctions” (as defined in this Agreement) or “System Failure” (defined as a failure of any computer hardware or software used by MES or any telecommunications lines or devices used by MES), which prevents us from fulfilling our obligations under this Agreement or other circumstances beyond the control of MES, provided we exercised reasonable diligence as such circumstances would reasonably require. Accordingly, we shall not bear any liability, whatsoever, for any damage or failure caused by any computer viruses, spyware, worms, Trojan horses, or other malware that may affect computers or other devices, or any spoofing, phishing or any other attack.
11.1.4. Furthermore, you agree that any act or omission made by MES or one of our Banks in reliance upon or in accordance with any provision of any rule or regulation of Hong Kong, Hong Kong Customs and Excise or any other regulatory agency having jurisdiction over such party shall constitute ordinary care.
11.2. Legal Costs
11.2.1. You agree to indemnify MES for legal costs and expenses directly related to the structuring, support and/or defence of any of your transactions made with MES, and for costs and expenses related to any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated.
11.2.2. As a result, we will be entitled to charge you for such costs without notice, including legal and enforcement related costs that we incur.
11.3. Recording and Archiving
11.3.1. You acknowledge and agree that for our mutual protection we may electronically record any of our conversations with you and archive all online transactions, communications and information relating to your transactions and/or your use of MES.
11.4. Tax Advice and Information
11.4.1. You acknowledge and agree that MES does not provide legal, tax or investment advice, and to the extent you deem necessary, you will consult with Corporate professionals in your own jurisdiction prior to using MES or implementing any financial plan.
11.5. Non Solicitation
11.5.1. All Orders received through MES will be considered unsolicited, which means that you have NOT received any investment advice from us nor any of our affiliates in connection with any of your Orders, and that we will not conduct a suitability review of any such Orders. You also acknowledge and agree that you have NOT and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders. In addition, your review of our Blog and/or FAQ does not constitute any solicitation or investment advice.
11.6. Investment Advice
11.6.1. All investment decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and shall in no circumstances be liable to you in connection with such decisions. Under no circumstances will the operation of MES be deemed to create a relationship that includes the provision or tendering of investment advice.
11.7. Sophisticated Investing
11.7.1. You acknowledge and agree that by using MES and entering Orders, you have sufficient knowledge to make such Orders. You are responsible for making sure that any Orders entered on MES are accurate and intentional. We may, in some cases, and at our discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of your normal range of activities.
11.7.2. The information and services provided on MES are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory organization or where MES is not authorized to provide such information or services. MES may not be available in all jurisdictions.
11.8. Indemnities
11.8.1. The MES Parties shall not be liable for any act, omission, error of judgment or loss suffered by you in connection with this Agreement. You acknowledge and agree to indemnify and hold harmless the MES Parties from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneys’ fees, rights, claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of MES or our performance or non- performance of duties.
11.9. Disclaimer of Warranties and Liability
11.9.1. The MES Parties are not giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use MES or providing the services herein, the ability to purchase or sell Blockchain Assets or the storage of Blockchain Assets or fiat currency, and the MES do not recommend, or endorse that you purchase or sell Blockchain Assets, including bitcoin, ether or any other asset or make any investment. Before engaging in any trading or investment activity, you should consult a Corporate professional.
11.9.2. THE SERVICES THAT WE PROVIDE THROUGH MES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS. THE MES PARTIES DO NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF MES OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. THE MES PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF MES OR ANY SERVICES PROVIDED BY THE MES, INCLUDING ANY LOSS CAUSED IN WHOLE OR PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE NEGLIGENCE OF THE MES PARTIES OR CONTINGENCIES BEYOND THEIR CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING MES, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT WILL THE MES PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF MES, THE SERVICES THEREON OR THE INFORMATION THEREIN.
11.9.3. IN NO EVENT WILL THE MES BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND EVEN IF THE MES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. WE CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO MES.
11.10. Legal Process
11.10.1. We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. We may, but are not required to, notify you of such process by telephone, electronically or in writing.
11.10.2. If we are not fully reimbursed for our record research, photocopying and handling costs by the party that served the process, we may charge such costs to you, in addition to any legal process fees.
11.10.3. You agree to indemnify, defend and hold the MES harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with our or their compliance with any process that such party believes reasonably and in good faith to be valid.
11.10.4. You further agree that we and our financial institutions may honour legal process that is served personally, by mail, or by facsimile transmission at any of our or their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your MES records are maintained.
12. MISCELLANEOUS TERMS
12.1. Additional Terms
12.1.1. The terms set out in this Agreement govern your use of MES and the services that we provide. Once you visit our website and related pages on social media, you agree to be bound by the terms of this Agreement and acknowledge that you have received the disclosures set forth herein. If you do not agree to the terms of this Agreement, please do not visit, access or use MES or the services that we provide.
12.1.2. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.
12.1.3. This Agreement constitutes the entire agreement between you and the MES Parties, relating to your use of or participation in MES and this Agreement supersedes any and all other agreements, oral or in writing, with respect thereto between you and the MES Parties.
12.1.4. The failure of any of the MES Parties to insist upon strict compliance with any term or provision shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.
12.1.5. This Agreement shall not be construed to waive rights that cannot be waived under applicable state and federal laws.
12.1.6. This Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors and permitted assigns.
12.1.7. In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale or other change of control.
12.1.8. The provisions of this Agreement shall survive the termination or expiration of this Agreement.
12.2. Jurisdiction and Choice Law
12.2.1. You agree that your obligations and the obligations of each User set forth in this Agreement are necessary and reasonable in order to protect the MES and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Agreement. Accordingly, you acknowledge and agree that any such violation or threatened violation shall cause irreparable injury to the MES and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the MES shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages.
12.2.2. This Agreement, your use of MES, your rights and obligations, and all actions contemplated by, arising out of or related to this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the Peoples Republic of China (“Hong Kong SAR”), as if this Agreement are a contract wholly entered into and wholly performed within the Hong Kong SAR.
12.2.3. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in the Hong Kong International Arbitration Centre (“HKIAC”), administered by HKIAC and conducted in English. You expressly agree that any dispute about the scope of this Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court; provided, however, that any of the MES Parties may, without inconsistency with this arbitration provision, apply to any court for a preliminary remedy, i.e., equitable or injunctive relief, or to seek enforcement of the arbitral award. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. Any such arbitration shall be conducted in accordance with the then prevailing HKIAC Arbitration Rules & Procedures.
12.2.4. YOU AGREE THAT ALL ORDERS, DEPOSITS, WITHDRAWALS OR SALES ON MES AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN HONG KONG SAR AND BE SUBJECT TO THE INTERNAL LAWS OF HONG KONG SAR WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
12.2.5. You agree that this section of this Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
12.2.6. Section headings in this Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this Agreement.
12.3. Supplemental Terms
12.3.1. Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and MES.
12.3.2. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to their definitions and interpretations in the English language.
12.4. QUESTIONS AND CONTACTS
12.4.1. Questions, Feedback and Complaints If you have any questions or would like more information about MES, please feel free to contact us at our facebook page: fb.com/myethshop