Platform License Agreement
By signing up to our subscription service you, (the “Client”) and Link International Limited (the “Vendor”) with its principal place of business situated at Level 18A, 145 Queen’s Road East, Wan Chai, Hong Kong SAR (jointly the “Parties”), wishes to use Link FS (the “Platform”) for carrying out the onboarding procedure for its customers or clients, platforms, as well as know your customer (KYC) process with respect to the operation of the business (the “Purpose”). WHEREAS, the Vendor is willing to supply the platform. NOW THEREFORE THE PARTIES hereby agree to this agreement (the “Agreement”) as follows:
GRANT OF LICENSE
The Vendor grants to the Client non-transferable and non-exclusive license to use the Platform during the Term. The Client may use the Platform on any computer, tablet, smartphone or any other internet enabled device owned, leased, or otherwise controlled solely by the Client, any associated entities.
Under this license, the Client must not under any circumstances: i. Sell, lease, rent, license, sublicense or otherwise distribute the Platform or any part thereof to any entity not a party to this agreement; ii. Use the Platform for any purpose other than the Purpose; iii. Reproduce, modify, copy, transmit or create derivative work of all or any portion of the Platform; iv. Reverse engineer, decompile, or disassemble the Platform or otherwise attempt to recreate all or any portion of the Platform; v. Remove the copyright notice from the Platform or the written materials, if any, accompanying the Platform; vi. Use the Platform for any illegal purpose, or in violation of any national, or international law; vii. Authorize any third party to do any of the foregoing.
The Platform has no geographic restrictions and can be used in any country or territory by the Client, their subsidiaries and any business partners or third-party referrers.
CONTENT IN THE PLATFORM
The Client understands that all information (such as data files, written text, music, audio files or other sounds, photographs, videos or other images) which the Client may have access to as part of, or through the Client‘s use of, the Platform are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
The Client should be aware that Content presented through the Platform, may be protected by intellectual property rights, which is owned by the Content owners. The Client may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) for such purpose unless the Client has been specifically told that the Client may do so by the owners of that Content, in a separate agreement.
The Client agrees that the Client is solely responsible for (and that The Vendor has no responsibility to the Client or to any third party for) any Content that the Client creates, transmits or displays while using the Platform and for the consequences of the Client actions (including any loss or damage which the Vendor may suffer) by doing so.
Notwithstanding the above, the Vendor hereby warrants to the Client that:
it has the full and complete right to license to the Client the use of the Platform and the access to the Content.
there is no pending, and will not be, potential claims or litigation arising from infringement of third-party rights caused by the licensed use of the Platform and the access to the Content and the Vendor shall take the responsibility to respond to the infringement claims raised by the third party and bear the legal liabilities arising therefrom, if there is any.
The Client acknowledges and agrees that the Platform is proprietary product of the Vendor whether or not patented or copyrighted. The Client further acknowledges and agrees that all right, title, and interest in and to the Platform, including associated intellectual property rights, is and shall remain with the Vendor. This Agreement does not convey to the Client an interest in or to the Platform, but only a limited right of use revocable in accordance with the terms of this Agreement. No right, title, or interest in or to any trademark, service mark, logo or trade name of the Vendor is granted under this Agreement.
In addition to the above, the Client and the Vendor mutually acknowledge and agree that all data provided by the Client to the Vendor (the “Client Data”) belongs solely to the Client and the Vendor has no ownership or rights over or with respect to the Client Data.
This Agreement shall become effective upon the execution of this Agreement by both Parties. The Vendor and Client agree that the License is for a period of 12 months from the date on which this Agreement becomes effective (“Term”). The Parties can extend the Term for additional periods of 12 months by written notice.
The Platform is provided for use based on a commercially reasonable condition and is fit for its Purpose.
NO LIABILITY FOR DAMAGES
In no event shall The Vendor or its suppliers be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect, special and consequential damages, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use The Platform, even if advised of the possibility of such damages and notwithstanding fault, negligence and the failure of the essential purpose. Regardless of the cause or form of the action, the vendor’s aggregate liability to the client for actual damages arising out of or related to this agreement shall be limited to the total amount of the license fee, if any, paid by the client to the vendor for the use of the Platform. Because some countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to The Client.
The Vendor will use its best endeavors to ensure the Platform will be accessible throughout the Term.
The current uptime for the Platform is >99% and the Vendor strives to maintain this level.
Ongoing maintenance and product development will be provided by the Vendor through in-house specialist software developers engaged by the Vendor in a timely manner. Updates and continual product improvements are included in all annual subscriptions.
The Vendor will provide next business day responses to any support queries.
The mediums for contacting the Vendor for support requests are as follows: Phone, Email, Website and Online Portal Ticket system.
DATA PROTECTION AND SECURITY
A. The Vendor has implemented the following controls and policies to defend against cybersecurity attacks and the protection of any and all Client Data:
Data encryption: All data is encrypted in transit (from internet browser to the Platform). Any documents or attachments (For example. PDF, JPG, DOCX, XLSX and related business document formats) residing on the Platform servers are encrypted at- rest. Both encryption methods use industry standard data encryption protocols.
All data is hosted in Microsoft Azure ISO/IEC 27001 certified data centres.
The following policies have been implemented and are periodically reviewed and tested by the Vendor:
Internal Staff Cybersecurity Policy
Internal Data Protection Policy
Incident Response Plan
The Client will always have access to their data and can request a copy of all data residing on the Platform at any time.
Client Data will be retained on the platform for a period of 12 months starting from the date each Submission is started. After 12 months the data may be removed from the Platform. The Vendor will notify the Client 90 days prior to any data being removed and an extension can be agreed upon in writing.
If the Agreement is terminated or not continued after the initial Term, all Client Data will be exported to the Client and will no longer be retained on the Platform.
B. The Vendor hereby covenants to the Client that it shall maintain the confidentiality of the Client Data and take all proper and adequate control and security measures, including without limitation to the above policies, and implement all prudent data processing and retention practices to safeguard the Client Data and ensure that the Client Data are protected against unauthorized or accidental access, processing, erasure, loss, use or disclosure.
GOVERNING LAW AND JURISDICTION
This Agreement and all rights and obligations hereunder, including but not limited to matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of Hong Kong SAR.
Neither Party may assign, transfer, charge or otherwise encumber, declare a trust over or deal with in any other manner this Agreement or any right, benefit or interest under it, or subcontract any of its obligations under it, without the prior written consent of the other Party.
Either Party may terminate this Agreement at any time and without notice to the other in the event that:
there is a breach by the other Party of any representations, covenants, warranties or material provisions of this Agreement.
the enforcement of this Agreement against the defaulting Party remains fruitless.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.
This Agreement represents the entire agreement and understanding concerning the subject matter of this Agreement between the Client and the Vendor, and it supersedes any prior proposal, agreement, representation, arrangement or understanding (oral or written) between the Parties in relation to the subject matter of this Agreement.
Each Party acknowledges that:
upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement;
the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for damages for breach of contract under this Agreement.
No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
Save as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
At its own expense, each Party shall, and shall use reasonable endeavours to procure that any necessary third party shall, promptly execute all such documents and do all such other acts as are necessary to give full effect to this Agreement.
Please ensure you have read this entire Platform License Agreement before proceeding and agreeing to the terms.