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TERMS & CONDITIONS

Last Updated: January 16, 2018

Introduction

This User Agreement and all policies posted on our sites which may be amended from time to time set out the terms on which TailorM offers you access to and use of our sites, services, applications and tools (collectively "Services"). All policies are incorporated into this User Agreement. You agree to comply with all of the above when accessing or using our Services.

The entity you are contracting with is TailorM (HK) Holdings Limited, Unit 701, 7/F, Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong.

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B ("Agreement to Arbitrate")).

About TailorM

TailorM is a marketplace that allows users to offer, sell and buy tailoring services in a variety of pricing formats and locations. The actual contract for sale is directly between the seller and buyer. TailorM is not a traditional tailor.

While we may provide pricing, shipping, listing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, TailorM has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items or services; the ability of buyers to pay for items or services; or that a buyer or seller will actually complete a transaction or return an item or service.

Using TailorM

In connection with using or accessing the Services you will not:

  • post, list or upload content or items in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
  • fail to pay for items purchased by you, unless you have a valid reason as set out in a TailorM policy, for example, the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller;
  • fail to deliver items sold by you, unless you have a valid reason as set out in a TailorM policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
  • manipulate the price of any item or interfere with any other user's listings;
  • post false, inaccurate, misleading, defamatory, or libelous content;
  • take any action that may undermine the feedback or ratings systems;
  • transfer your TailorM account (including Feedback) and user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm TailorM, or the interests or property of users;
  • use any robot, spider, scraper, or other automated means to access our Services for any purpose;
  • bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
  • export or re-export any TailorM application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to TailorM, or that comes from the Services and belongs to another TailorM user or to a third party including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express permission of TailorM and/or any other party holding the right to license such use;
  • commercialize any TailorM application or any information or software associated with such application;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures we use to provide the Services.

If we believe you are abusing TailorM in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.

Non-solicitation

When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.

  • be directly or indirectly engaged, concerned or interested whether on its own account or as a member, shareholder, consultant, agent, beneficiary, trustee or otherwise in any enterprise, corporation, firm, trust, joint venture or syndicate which is engaged, concerned or interested in or carrying on any business the same as or substantially similar to the business conducted by us as at the date of this User Agreement;
  • on its own account or for any person, enterprise, firm, trust, joint venture or syndicate directly or indirectly entice (or attempt to entice) away from us any of our customer, supplier or employee; or
  • personally or by its employees or agents or by circulars, letters or advertisements whether on its own account or for any other person, enterprise, firm, trust, joint venture or syndicate directly or indirectly interfere with our business or divulge to any person any information concerning our business or any of our dealings, transactions or affairs.

Policy Enforcement

When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.

Fees

The fees we charge for using our Services are listed on our Standard Selling Fees section. We may change our seller fees from time to time by posting the changes on the TailorM site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

You must have a payment method on file when selling on TailorM and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, retaining collection agencies and legal counsel, and, for accounts over 180 days past due, requesting that your credit card company deduct the amount owed from your credit card account balance. In addition, you will be subject to late fees. TailorM, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information TailorM reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at TailorM (HK) Holdings Limited, Unit 701, 7/F, Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong. If you wish to dispute the information a collection agency reported to a credit bureau regarding your TailorM account, you must contact the collection agency directly. You agree to grant us access to the books and records for the purposes of verifying payment and shall provide such information regarding the fees which we charge for using our Services which we may reasonably require.

Standard Selling Fees

Basic Fees
Tailoring Services sold through Appointment Booking and Messaging system10% of the total amount of the sale
Products sold through Online Shop (https://shop.tailor-m.com/)20% of the total amount of the sale

Conditional upon receiving proof that products purchased from buyers have been shipped out to the recipient, balances, net of the selling fees, where applicable, will be remitted by TailorM on a monthly basis to sellers via the Payout Method selected by the tailor. Amounts may be rounded up or down.

TailorM may, in its sole discretion, round up or round down amounts that are payable from or to Buyers or Sellers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, TailorM will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

Please note that TailorM, may impose or deduct foreign currency processing costs on or from any payments or payouts by TailorM in currencies other than Hong Kong dollars.

Marketing and Advertising

Sellers may optionally choose to join our Brand Journalism and other marketing programmes, which would include, and not limited to, introducing their company to consumers on TailorM through written articles as well as other means. Fees will vary depending on the effort and length of time required for the services.

Payment

You understand that use of the Services may result in charges to you for the services or goods you receive from a Seller ("Charges"). After you have received services or goods obtained through your use of the Service, TailorM will facilitate your payment of the applicable Charges on behalf of the Seller, as such Seller's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Seller. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by TailorM. You retain the right to request lower Charges from a Seller for services or goods received by you from such Seller at the time you receive such services or goods. TailorM will respond accordingly to any request from a Seller to modify the Charges for a particular service or good.

All Charges are due immediately and payment will be facilitated by TailorM using the preferred payment method designated in your Account, after which TailorM will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that TailorM may, as the Seller's limited payment collection agent, use a secondary payment method in your Account, if available.

As between you and TailorM, TailorM reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in TailorM’s sole discretion. TailorM will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. TailorM may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Seller at any time prior to such Seller begin work on producing the tailoring made clothing, in which case you may be charged a cancellation fee.

This payment structure is intended to fully compensate the Seller for the services or goods provided. You understand and agree that, while you are free to provide additional payment as a gratuity to any Seller who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Seller.

Reporting Misconduct

If you meet with anyone through TailorM who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to TailorM by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

Listing Conditions

When listing an item, you agree to comply with TailorM’s rules for listing and selling practices policy and that:

  • You are responsible for the accuracy and content of the listing and item offered;
  • Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). TailorM can't guarantee exact listing durations;
  • Content that violates any of TailorM’s policies may be deleted at TailorM’s discretion;
  • We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
    • buyer's location, search query, browsing site, and history;
    • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
    • seller's history, including listing practices, Detailed Seller Ratings, TailorM policy compliance, Feedback, and defect rate;
    • and number of listings matching the buyer's query.
  • Accordingly, to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.
  • Some advanced listing upgrades will only be visible on certain Services.
  • TailorM’s listing policy may also affect whether your listing appears in search results.
  • Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.
  • We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers.

Purchase Conditions

When buying an item, you agree to the rules for buyers and that:

  • You are responsible for reading the full item listing or invoice before agreeing to the purchase.
  • You enter into a legally binding contract to purchase an item or service when you commit to buy an item or service by not rejecting the Invoice sent by the seller through TailorM.
  • We do not transfer legal ownership of items or services from the seller to the buyer.

Buyer Refund Policy

Buyers may contact TailorM at [email protected] for assistance on any refund requests. Refund requests will be processed on a case by case basis at our sole discretion. While we may help facilitate the resolution of such refund requests, TailorM has no control over and does not guarantee that the buyers' request will be fulfilled.

Disputed Transaction Holds

If you are a seller, and if a buyer has filed a dispute or claim on the services/goods you provided, TailorM may temporary hold on the funds in your account to cover the amount of the liability. If you win the dispute, TailorM will lift the temporary hold. If you lose the dispute, TailorM will remove the funds from your account.

International Buying and Selling; Translation

Many of our Services are accessible to international sellers and buyers. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items. If you purchase an item or service on a TailorM site other than tailor-m.com, you are subject to the User Agreement of that other TailorM site with respect to that particular purchase.

You may list your items or services directly on one or more of TailorM’s international sites. Additionally, you may direct us to display your listing on TailorM sites other than the original TailorM listing site, including where you choose to list an item with an international shipping option (such as worldwide shipping or the Global Shipping Program): the appearance of your listings on these sites is not guaranteed. When you sell your items internationally, you agree to be subject to that other site's User Agreement, and policies. You may restrict international buyers from purchasing your items if you explicitly exclude international shipping from your listings and apply an exclusion list to your listings.

You authorize us to use automated tools to translate your TailorM content and member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request

Content

When providing us with content or causing content to be posted using our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights which you own or have rights to use and to which you have in the content, in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sublicensees, or our assignees.

You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our users, or others in contract with us that is done in connection with the Services and in compliance with this User Agreement.

We may offer catalogs including stock images, descriptions and product specifications that are provided by third-parties (including users). You may use catalog content solely in connection with your TailorM listings. The permission to use catalog content is subject to modification or revocation at any time at TailorM’s sole discretion.

While we try to offer reliable data, we cannot promise that the catalogs will always be available, accurate, and up-to-date, and you agree that you will not hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Holds

To protect TailorM from risk of liability for your actions as a seller, TailorM may restrict access to funds in a seller's account based on certain factors, including, but not limited to, selling history, seller performance, returns, riskiness of the listing category, transaction value. This may result in restricting funds in your account.

Authorization to Contact You; Recording Calls

TailorM may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. TailorM may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. TailorM may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. If you do not wish to receive such communications, you may contact the TailorM team at [email protected]

TailorM may, without further notice or warning and in its discretion , monitor or record telephone conversations you or anyone acting on your behalf has with TailorM or its agents for quality control and training purposes or for its own protection.

Privacy of Others; Marketing

If TailorM provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for direct marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Appointment booking and other notification functionality in TailorM’s applications may not occur in real time. Such functionality is subject to delays beyond TailorM’s control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses ( including, but not limited to, loss of money, goodwill or reputation , profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • your use of or your inability to use our Services;
  • pricing, shipping, format, or other guidance provided by TailorM;
  • delays or disruptions in our Services;
  • viruses or other malicious software obtained by accessing or linking to our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any TailorM Service;
  • the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
  • a suspension or other action taken with respect to your account or breach of the Abusing TailorM Section above;
  • the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to HK$100.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands, costs and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

You will indemnify and keep indemnified and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, your improper use of TailorM’s Services or your breach of any law or the rights of a third party.

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TAILORM HAVE AGAINST EACH OTHER ARE RESOLVED.

You and TailorM agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the TailorM User Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

This agreement shall be governed by the laws of Hong Kong SAR.

B. Agreement to Arbitrate

You and TailorM each agree that any and all disputes or claims that have arisen or may arise between you and TailorM relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to TailorM’s Services, or any products or services sold, offered, or purchased through TailorM’s Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only.

  1. Arbitration Procedures

    Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide.

    A party who intends to seek arbitration must first send to the other, by certified mail, a completed Notice of Dispute ("Notice") . The Notice to TailorM should be sent to TailorM (HK) Holdings Limited, Unit 701, 7/F, Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong. TailorM will send any Notice to you to the physical address we have on file associated with your TailorM account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

    If you and TailorM are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or TailorM may initiate arbitration proceedings.

    Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this User Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules as amended from time to time. If the value of the relief sought is HK$100,000 or less, you or TailorM may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and TailorM subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or TailorM may attend by telephone, unless the arbitrator requires otherwise.

    The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same TailorM user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  2. Severability
    If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
  3. Opt-Out Procedure
    IF YOU ARE A NEW TAILORM USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO TAILORM (HK) HOLDINGS LIMITED, RE: OPT-OUT NOTICE, UNIT 701, 7/F, TOWER 2, SILVERCORD, 30 CANTON ROAD, TSIMSHATSUI, KOWLOON, HONG KONG.
  4. Future Amendments to the Agreement to Arbitrate
    Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against TailorM prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and TailorM. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.tailor-m.com at least 30 days before the effective date of the amendments and by providing notice by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and TailorM must be resolved exclusively by court located in Hong Kong SAR. You and TailorM agree to submit to the personal jurisdiction of the courts located in Hong Kong SAR for the purpose of litigating all such claims or disputes.

Privacy

You agree that TailorM's Privacy Policy (as may be updated from time to time) governs TailorM's collection and use of your personal information.

General

TailorM (HK) Holdings Limited is located at Unit 701, 7/F, Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong.

Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.tailor-m.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the TailorM Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a TailorM representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the TailorM site.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement, and all polices set forth the entire understanding and agreement between you and TailorM and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.