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Terms and Conditions for Partners


Integration of AIR Kit and Use of AIR Services


Last updated: 17 June 2025


These terms and condition (these "Terms") govern the integration of AIR Kit and/or access to or use of the AIR Services by any of our business partners (a "Partner", "you" or"your") and/or any Users and constitute a legally binding agreement between us and you. Crowd Education Limited (the"Company", "we" or"us") and you are collectively the "Parties" and each, a"Party".


1. Agreement to these Terms


1.1.Please read these Terms carefully before integrating AIR Kit or accessing or using any of the AIR Services. By integrating AIR Kit and/or accessing or using any of the AIR Services in any manner, you:

  • (a)accept and agree to these Terms and any amendment to these Terms that may be made by us from time to time; and

  • (b)consent to the collection, use, disclosure and other processing of information as set forth in the DPA.

1.2.IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INTEGRATE AIR KIT OR ACCESS OR USE ANY OF THE AIR SERVICES.

1.3.When you integrate AIR Kit or access or use any of the AIR Services, you may also be using Third Party Products. Your use of any Third Party Products will be subject to the privacy policies, terms of use and similar policies and terms, and fees (if any) of the relevant third party service providers.

2. Interpretation


In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:


2.1.The following terms shall have, for the purposes of these Terms, the following meanings:

  • "Affiliates" means, in respect of a Party, any entity which controls, is controlled by or is under common control with that Party, and the term "control" means the power to direct the management or policies of an entity, whether through the ownership of more than fifty per cent (50%) of voting power, the power to appoint a majority of the members of the board of directors, contractual arrangements or otherwise

  • "Agreement(s)" means one or multiple written agreement(s) between you and us or any of our respective Affiliates in respect of any collaboration concerning AIR Kit or any of the AIR Services.

  • "AIR Account" means an account created in connection with a third party decentralised application and maintained on a blockchain, and which is used in connection with, among others, certain identity and reputation features of the AIR Services, including the issuance, holding and verification of User Credentials;

  • "AIR Credentials" means the credentials solution enabling issuance and verification of digital records relating to identity, qualifications and other credentials in a structured manner on Moca Chain developed or to be developed by the Company;

  • "AIR Kit" means the collection of libraries, application programmable interfaces, utilities, instructions, programs, tools and documentation developed and made available, or to be developed and made available, by the Company to enable, among others, the integration of the AIR Services into third-party platforms, applications and/or protocols;

  • "AIR Services" means the services made available in relation to the AIR Account and all related services made available by the Company from time to time, including AIR Account and AIR Credentials;

  • "AIR System" has the meaning given to that term in Section 4.2(d);

  • "Applicable Laws" means, with respect to any person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable to such person, as amended unless expressly specified otherwise;

  • "Company", "we" or "us" shall have the meaning as set out in the first paragraph of these Terms;

  • "Confidential Information" shall have the meaning as set out in Section 9 of these Terms;

  • "Credentials" means a User's identity, qualifications, attributes, statuses and/or other information relating to that User;

  • "Data Protection Legislation" means any applicable laws, regulations, measures and guidance that are then applicable to the processing of personal data by a party, including the Personal Data (Privacy) Ordinance (Cap. 486);

  • "Data Issuer" means any Partner who issues User Credentials on Moca Chain;

  • "Data Verifier" means any person using the Verification Services to verify User Credentials;

  • "DPA" means the data processing agreement available at https://air3.com/data-processing-agreement, which forms part of these Terms;

  • "HKIAC" shall have the meaning as set out in Section 14.5 of these Terms;

  • "Indemnifying Party" shall have the meaning as set out in Section 13 of these Terms;

  • "Indemnified Parties" shall have the meaning as set out in Section 13 of these Terms;

  • "Intellectual Property Rights" mean any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing;

  • "Moca Chain" means a blockchain network known as "Moca Chain", the intellectual property rights of which are owned by Moca Foundation or its Affiliate, which shall be used to store, among others, the User Credentials;

  • "Moca Foundation" is an exempted limited guarantee foundation company incorporated in the Cayman Islands with limited liability;

  • "Moca Network" means the network operated by the Company and its Affiliates, consisting of an interoperable cultural economy of partner "subnets" and their corresponding users, around the key pillars of music, sports, gaming, education, governance and more;

  • "Partner", "you" or "your" shall have the meaning as set out in the first paragraph of these Terms;

  • "Partner Platform(s)" means any platform operated by the Partner on which AIR Kit (or any aspect thereof) is integrated, including without limitation the Partner's website and any mobile application;

  • "Personal Data" means any data (i) which relates directly or indirectly to a living individual; and (ii) from which the identity of the individual can practicably be directly or indirectly ascertained;

  • "System Standards and Upgrades" has the meaning set out in Section 4.4(e);

  • "Termination Event" means any of the following events: (i) you commit a material breach of these Terms and (if such breach is remediable) fail to remedy that breach within a period of thirty (30) days after being notified by us in writing to do so; (ii) you repeatedly breach any of these Terms; (iii) you become insolvent or admit inability to pay debts generally as they become due; (iv) you become subject, voluntarily or involuntarily, to any proceeding under any applicable bankruptcy or insolvency law; (v) you are dissolved or liquidated or take any corporate action for such purpose; (vi) you have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vii) in our reasonable opinion, continuing to make the AIR Kit or AIR Services (or any part thereof) available to you could result in a breach of any law or regulation applicable to us or our Affiliates or expose us or our Affiliates to potential legal or regulatory risk.

  • "Third Party Products" has the meaning as set out in Section 5 of these Terms;

  • "User" means a user of the Partner Platform;

  • "User Credentials" means any digital, cryptographically-secured attestations following the W3C standard that evidences Credentials in an encrypted manner which is tamper-proof and independently verifiable by any Data Verifier;

  • "Verification Services" means the services offered through AIR Credentials that allow the verification of User Credentials.

3. Grant of License


3.1.We hereby grant you a non-exclusive, non-transferrable, non-sublicensable, revocable, worldwide licence to use the AIR Kit for the purposes of (i) integrating the AIR Kit and the AIR Services (or any part thereof) into the Partner Platform; and (ii) making available and offering the AIR Services (or any part thereof) to Users.
3.2.All rights which are not expressly granted to you are reserved by us. Except for the rights and licenses expressly granted under these Terms or any Agreement, you expressly agree that (i) nothing herein grants, by implication, waiver, estoppel, or otherwise, to you, any User or any third party any Intellectual Property Rights or other rights, title, or interests in or to the AIR Kit or the AIR Services; and (ii) in particular, you do not have any rights to license, sublicense, assign, transfer, sell, create derivate works from or in any way commericalise or exploit any of our Intellectual Property Rights in or to the AIR Kit or the AIR Services.

4. Obligations relating to Use and Use Restrictions


4.1.In consideration of us licensing the AIR Kit to you for the purposes set out in these Terms, you hereby agree to all acknowledgments and agreements set out in this Section 4 for so long as you integrate the AIR Kit or access or use any of the AIR Services (or any part thereof).
4.2.With respect to the integration, access and/or use of the AIR Kit or AIR Services (or any part thereof), you hereby agree to:

  • (a) take into account and incorporate any reasonable suggestions provided by us with respect to the presentation or user interface of any AIR Services on or from the Partner Platform;

  • (b) notify us as soon as possible of any security attacks, breaches or hacks to or involving the Partner Platform;

  • (c) not do any act or thing which results in or is reasonably likely to result in any attack on, interference with or disruption of the operation of AIR Kit or any of the AIR Services on the Partner Platform; and

  • (d) do all such acts and things as may be reasonably necessary to maintain the security and integrity of the system comprising the AIR Kit and the AIR Services (the "AIR System") and shall not, directly or indirectly, engage in any act or activity which results in or is reasonably likely to result in any compromise of the security and integrity of the AIR System.

4.3.You hereby agree that except where expressly permitted by these Terms or agreed in writing with us, you will not, and you will procure that your Affiliates will not, directly or indirectly:

  • (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of AIR Kit or any of the AIR Services;

  • (b) modify, translate, or create derivative works based on AIR Kit or any of the AIR Services;

  • (c) license, sublicense, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to AIR Kit or any of the AIR Services;

  • (d) use AIR Kit or any of the AIR Services (i) to create any product, service or application that is competitive with AIR Kit or any of the AIR Services; or (ii) in any manner other than in compliance with Applicable Laws; and

  • (e) where you are a Data Issuer, (i) make available or transfer to us any User Credentials without having obtained full permission and/or the necessary authority, consent or right to do so; or (ii) engage in any act or activity which results in or is reasonably likely to result in any compromise of the security and integrity of the AIR System or the User Credentials or any breach of Applicable Laws, including but not limited to collecting, processing or issuing any User Credentials in any manner that we reasonably determine to be malicious, unlawful or unauthorised.
4.3.You hereby agree that except where expressly permitted by You hereby acknowledge and agree that:

  • (a) you are entering into these Terms or proceeding with the integration of AIR Kit at your own risk, after having fully considered and accepted all factors and information which you consider relevant;

  • (b) without limiting the foregoing, we make no representation, warranty or guarantee about the performance of the Moca Network, AIR Kit, Air Services or that any particular result or outcome will be achieved in respect of any of the matters hereunder;

  • (c) the AIR Kit and the AIR Services shall be provided on an "as is" and "as available" basis with no promises, guarantees or assurances on the part of us or our Affiliates as to availability, operation, quality, effectiveness or outcome;

  • (d) the AIR Kit and AIR Services incorporate certain blockchain-based elements which may be subject to disruptions, interruptions or other external conditions or factors and therefore, the availability or functionality of the AIR Kit and AIR Services may be disrupted or otherwise adversely affected;

  • (e) we may from time to time adopt certain technical or system standards or deploy certain updates or upgrades to the AIR System (collectively, "System Standards and Upgrades") and will inform you of any such System Standards and Upgrades. Any delay or failure by you to integrate or implement any such System Standards and Upgrades may disrupt or otherwise adversely affect the availability or functionality of the AIR System; and

  • (f) we will not be liable for any loss, interruption, delay or breach of any data or system security, whether arising from any third party security attack, hacking, transmission of harmful codes, viruses, malware, software bugs or other causes or circumstances.

5. Confidential Information


5.1.You hereby acknowledge and agree that other products, services or applications which are operated, licensed or provided by third parties ("Third Party Products") may be offered via or together with AIR Kit or any of the AIR Services and that:

  • (a) we will not be liable or otherwise held responsible for the availability or operation of any such Third Party Products; and

  • (b) access or use of those Third Party Products shall be subject to the terms and conditions of use relating to those products, which are separate from any terms and conditions of use imposed by us or our Affiliates.

5.2.Where we integrate, interact with or rely on Third Party Products in the provision of the AIR Kit or AIR Services, we will indicate the same. We do not own, control or operate such Third Party Products and therefore we disclaim any liability or responsibility for their performance, availability or security. There may be issues with the accuracy, reliability, functionality, or suitability of such Third Party Products which may cause loss to you arising from a number of risks, including smart contract risk and cybersecurity risk. If you use any Third Party Products, you accept all such risks and agree that we shall under no circumstances have any liability or responsibility to you for any such losses that you may suffer. The inclusion of any Third Party Products does not indicate or represent our endorsement or approval of any such products and/or services.

5.3.You hereby irrevocably and unconditionally waives and releases any and all claims, demands, or causes of action that you may have against us or our Affiliates arising from or in connection with the access or use of any Third Party Products, whether based on contract, tort, negligence, or any other theory of liability. You covenant that you will not bring any action or assert any claim, or cause any action to be brought or any claim to be asserted, against us or our Affiliates with respect to any of the matters set out in this Section 5.

6. IP Ownership


6.1.All rights, title and interests, and all Intellectual Property Rights, in and to the AIR Kit and the AIR Services shall be our sole and exclusive property.

6.2.To the extent that you provide any suggestions, comments or feedback to us, you hereby grant us a perpetual, sublicensable and royalty-free licence to use such suggestions, comments and feedback for any purposes, including for the purposes of the operation, maintenance, update or improvement of the AIR Kit and AIR Services. To the extent that there is any update, improvement or modification to the AIR Kit or the AIR Services, all rights, title and interests, and all Intellectual Property Rights, in and to such update, improvement or modification shall remain our sole and exclusive property.

7. Data Protection and Privacy


7.1.To the extent that any Personal Data is collected, used, held, processed or transferred in the course of integration of the AIR Kit or your access or use of the AIR Services, you represent, warrant and undertake that:

  • (a) you will comply with the provisions of all Data Protection Legislation;

  • (b) you have obtained all necessary consents from data subjects whose Personal Data is to be collected, used, held, processed or transferred;

  • (c) Personal Data shall only be processed under the provisions of these Terms for the purposes set out in these Terms and shall not be used or processed for any illegal or unlawful purposes; and

  • (d) to the extent that any transfer of Personal Data is required, you will use reasonable endeavours to ensure that any such transfer complies with all Data Protection Legislation and that any such transferee of Personal Data shall use, hold or process Personal Data in compliance with all Data Protection Legislation.

7.2.Where you are a Data Issuer, in respect of any Personal Data transferred by you onto the Moca Chain, any collection, use, holding, processing or transfer of any such data shall be subject to the DPA. You are the data exporter and we are the data importer for the purposes of the DPA.

8. Representations and Warranties


8.1.You represent and warrant to us that:

  • (a) you are duly incorporated or formed, validly existing and in good standing under the laws of the country, province or state in which you are incorporated or formed;

  • (b) you have full power and authority, and have obtained all approvals, permissions and consents necessary, to enter into the Agreement and these Terms, and to perform your obligations thereunder;

  • (c) your performance of the obligations and duties under the Agreement and Terms do not and shall not violate the terms of your constitutional documents or any agreement to which you are a party, or by which you are otherwise bound;

  • (d) you are not aware of any matters which might or shall adversely affect your ability to perform your obligations under the Agreement and these Terms;

  • (e) you shall comply with all Applicable Laws in performing your obligations under the Agreement and these Terms;

  • (f) all data and information provided by you to us are true, accurate, complete and up-to date;

  • (g) you shall not use the AIR Kit or any AIR Services to engage in any unlawful, fraudulent, or our activities that we consider to be malicious or detrimental to us, our Affiliates, other users, or any third party.

9. Confidentiality


9.1.For the purposes of these Terms, "Confidential Information" means all information and data (including all copies and extracts made of and from such information and data) disclosed (whether in tangible or intangible form, verbally or by any other means and whether directly or indirectly and whether or not marked as "confidential") by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") or its Affiliates in connection with the Agreement or these Terms including, without limitation, any information relating to the Disclosing Party and its Affiliates or any of their services, products, software, know-how, operations, dealings, business, finances, transactions, partners, prospects, processes, plans, strategies, market insights, user manuals, guidelines and instructions, and the existence and terms of the Agreement and these Terms. The confidentiality obligation shall not apply to information which (a) is or becomes publicly available other than through the Receiving Party's breach of these Terms; (b) can be shown to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to disclosed by or on behalf of the Disclosing Party; or (c) is rightfully disclosed to the Receiving Party by a third party who owes no duty of confidentiality to the Disclosing Party.

9.2.The Receiving Party shall (a) maintain the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely for the purpose expressly permitted under the Agreement or these Terms.

9.3.The Receiving Party may Confidential Information to its or its Affiliates' respective directors, officers, employees, or agents strictly on a need-to-know basis, where such disclosure is reasonably necessary for the performance of their duties in connection with the matters set out in the Agreement or these Terms, provided that the recipient (the "Recipient") has agreed to keep such information confidential on substantially the same terms as provided in this Section 9. The Receiving Party shall remain fully responsible for any breach of this confidentiality obligation by its Recipients.

9.4.If disclosure of Confidential Information is required by Applicable Laws or any government body, agency, authority or court, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing and provide all reasonable assistance to allow the Disclosing Party to oppose or restrict such disclosure. In the event that such disclosure shall still be required, the Receiving Party shall, to the extent legally permissible, use reasonable efforts to seek confidential treatment of such information.

9.5.The Receiving Party shall destroy or return all records of our Confidential Information in its possession or control promptly upon termination or expiration of the Agreement, or if so requested by the Disclosing Party in writing. For the purpose of Confidential Information in electronic form, "destroy" includes destroying the physical medium on which such Confidential Information is stored or completely and permanently removing such Confidential Information from its storage medium.

9.6.During the term of the Agreement and after termination or expiration of the Agreement for any reason whatsoever, neither Party shall issue any press release or make any public statement or other communication about the matters contained in the Agreement and these Terms, or any documents, without the other Party's prior written consent.

10. Termination and Suspension


10.1.We may terminate or suspend your or your Users' use or access to all or part of the AIR Kit or the AIR Services if:

  • (a) a Termination Event has occurred;

  • (b) in our reasonable opinion, there is any security threat, attack or risk to any of the AIR Kit or AIR Services or any of the Intellectual Property Rights therein;

  • (c) in our reasonable opinion, any person is using any of the AIR Kit or AIR Services for fraudulent, unlawful or illegal activities or purposes;

  • (d) in our reasonable opinion, the continued provision of any of the AIR Kit or AIR Services by us is or is likely to be prohibited by or constitute a breach of applicable law or regulation; or

  • (e) any third party service provider or vendor of ours has suspended or terminated our access to or use of any Third Party Products which is required to enable you to access and use the AIR Kit or the AIR Services (or any part thereof), provided that in such circumstances, we will provide reasonable prior notice of any such suspension and use reasonable efforts to rectify the situation as soon as reasonably possible.

10.2.We will not be liable to you or any other person for any loss, damage, liability or any other consequences that you or any other person may suffer or incur as a result of a termination or suspension under any of the circumstances set out in Section 10.1.

10.3.In the event of termination or suspension in accordance with this Section 10, all outstanding fees and charges incurred as of the date of termination or suspension shall be settled by you within thirty (30) days after termination or suspension.

11. Limitation of Liability


11.1.To the maximum extent permitted by Applicable Laws, we will not be liable for any error, delay, improper functioning or malfunction of the AIR Kit, the AIR Services, the blockchain technologies required to support the proper functioning of the AIR Services and/or any other technologies or services which are necessary to enable use of and access to the AIR Services.

11.2.Save where expressly provided herein, we, our Affiliates, our and our Affiliates' respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you or any other person arising out of or relating to or in connection with any reliance of or acceptance of these Terms or with the integration of AIR Kit or any use of or access to the AIR Services, any performance or non-performance of the AIR Services, or other service provided by us or on our behalf and that of our Affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.

11.3.We shall have no responsibility for and shall not be liable for losses incurred by you caused by or resulting from any of the following:

  • (a) fraud or willful misconduct by you or any other user of the AIR Services; or

  • (b) any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.

11.4.In making available the AIR Kit or the AIR Services, we assume no duty or any other type of special relationship to you or any other person of any kind (whether as a fiduciary or otherwise).

11.5.If you have a dispute with other users of AIR Kit or AIR Services, to the extent permitted by law, you release us, our Affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protection 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.

11.6.THE AIR KIT AND AIR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM (I) ANY IMPLIED OR EXPRESS WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, USAGE OR TRADE, INCLUDING WITHOUT LIMITATION FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR FREEDOM FROM COMPUTER VIRUS; AND (II) THAT ANY CONTENT OR ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE AIR KIT OR AIR SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR FREE OR SECURE. OPERATION OF THE AIR KIT OR AIR SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

11.7.WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR (A) YOUR INABILITY TO USE, OR ANY DELAY IN THE USE OF, THE AIR KIT OR THE AIR SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OF THESE TERMS OR YOUR USE OF OR ACCESS TO THE AIR KIT OR AIR SERVICES, (II) OUR SUSPENSION OR DISCONTINUATION OF ANY OR ALL OF THE AIR KIT OR AIR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE AIR KIT OR AIR SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE AIR KIT OR AIR SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY USER CREDENTIALS OR OTHER DATA.

11.8.IN NO EVENT WILL OUR AGGREGATE LIABILITY TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF AIR KIT OR ANY AIR SERVICES EXCEED US$50,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY.

12. Force Majeure


12.1.We will not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, hacking attacks, major market disturbances, other major event or catastrophe, pandemic, or any other occurrence which is beyond our reasonable control (each, a "Force Majeure Event").

12.2.Where a Force Majeure Event continues substantially interrupted for a period of 30 days or more, we may, at our sole discretion, terminate or suspend your or the Users' use or access to all or part of the AIR Kit or the AIR Services.

13. Indemnification


13.1.You (the "Indemnifying Party") hereby indemnify us and our Affiliates (together, the "Indemnified Parties") against each loss, liability, claim, cost and expense incurred by any of the Indemnified Parties arising out of or in connection with:

  • (a) any material breach of any Agreement or any of these Terms;

  • (b) any breach of Applicable Laws;

  • (c) any fraud, gross negligence or wilful misconduct;

  • (d) any claim of infringement of any Intellectual Property Rights,
(each, an "Indemnifiable Claim").

13.2.In relation to any Indemnifiable Claim:

  • (a) the Indemnified Party shall notify the Indemnifying Party promptly in writing;

  • (b) the Indemnified Party may not enter into any settlement, agreement, arrangement or compromise that would have a material or adverse effect on the Indemnifying Party or admitting liability on behalf of the Indemnifying Party without the Indemnifying Party's prior consent;

  • (c) the Indemnified Party shall provide reasonable cooperation with the Indemnifying Party, at the Indemnifying Party's cost, in defending or settling of the Indemnifiable Claim; and

  • (d) the Indemnified Party may join in defence with counsel of its own choice at its own cost or expense.

14. Miscellaneous


14.1.These Terms (together with any Agreement) embody all the terms and conditions agreed upon between the Parties as to the subject matter of these Terms and supersedes and cancels in all respects all previous correspondence, understandings, and agreements between the Parties with respect to the subject matter hereof, whether such be written or oral.

14.2.We may in its sole discretion amend these Terms without any prior notice to you. While we will carry out reasonable efforts to notify you of any changes, your continued access to and use of the AIR Kit or any of the AIR Services constitutes your acceptance of any amendment to these Terms.

14.3.Our failure to, at any time, require performance or observance by you of any provision of these Terms shall in no way affect our right to require performance of this provision and any waiver by us of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms.

14.4.If any of the provisions in these Terms are deemed invalid, illegal, prohibited, void, or for any reason is unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms.

14.5.These Terms are governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, breach, termination, validity, or invalidity thereof, shall be referred to and finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the HKIAC Administered Arbitration Rules in force at the time when the notice of arbitration is submitted. The law of this arbitration clause shall be construed and enforced in accordance with Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of the arbitrator shall be one (1). The arbitral proceedings shall be conducted in English, and the arbitral award shall be final and binding on the parties to such proceedings.