TERMS OF SERVICE

PLEASE READ THESE TERMS (THIS “AGREEMENT“ OR “TERMS”) CAREFULLY BEFORE USING THE HTTPS://WWW.ZUPE.LIFE OR ANY OTHER RELATED WEBSITES (“WEBSITES”), AND THE ZUPE MOBILE APPLICATION TOGETHER WITH ITS VARIOUS FUNCTIONALITIES (“APPLICATION“) (COLLECTIVELY, THE “PLATFORMS”). THE PLATFORMS ARE SOFTWARE SOLUTIONS OFFERING CUSTOMERS ACCESS TO A NETWORK OF WELLNESS PROVIDERS (AS DEFINED BELOW) AND WELLNESS SERVICES PROVIDED BY THESE WELLNESS PROVIDERS (“SERVICES“).

BY USING THE PLATFORMS, REGISTERING FOR AN ACCOUNT ON THE APPLICATION ON A MOBILE DEVICE (“DEVICE“), OR MAKING A PURCHASE VIA THE PLATFORMS, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OTHER TERMS AND POLICIES THAT APPEAR ON THE PLATFORMS OR ON THE APPLICATION AND THE FAQS).

This Agreement is made between Zupe Group Limited (“Zupe“, “us“, “we” or “our” as the case may be) and you (collectively the “Parties”) with respect to your use of the Platforms and any functionalities, services or features offered via or in connection with the Platforms, and references in this Agreement to the use of any of the Platforms extend to the use of such functionalities, services or features as well. The Services may be provided by Zupe, our related companies, Wellness Providers (as defined below) on Zupe’s panel or partners. For the purposes of this Agreement, “partners” shall include suppliers or delivery service providers of products or services. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR ARE INELIGIBLE TO USE THE PLATFORMS, PLEASE CANNOT USE THE PLATFORMS.

1. YOUR ACCOUNT

1.1 You will need to have an account in order to access the Services via the Platforms. You may sign up for an account on our Platforms. The registration process may require you to provide personal information which may include your name, ID/passport number, date of birth, address, telephone number, email address and/or such other information as may be required by us.

1.2 You shall comply with all security procedures applicable to the Platforms which we may introduce from time to time.

1.3 You shall, in your sole responsibility, maintain the confidentiality of your account information for the Platforms (including any user IDs and passwords) and you will be responsible for any disclosure or unauthorised use thereof. You shall not at any time disclose such account information to any other party.

1.4 If you believe that the security of your account information has been compromised, you shall notify us immediately.

1.5 By signing up for an account via the Platforms, you represent and warrant that:

1.5.1 you are at least 18 years of age;

1.5.2 you have the full right, power, and legal authority to enter into this Agreement;

1.5.3 all information, data and particulars that you provide is complete, accurate, true and correct;

1.5.4 you will use the Platforms for your personal use only and you will not authorise other persons to use your account nor transfer or assign it to any other person;

1.5.5 you are in compliance with applicable laws: (i) in the country from which you are accessing our Platforms; and (ii) your country of residency and/or citizenship; and

1.5.6 you have the responsibility to ensure that no applicable laws are breached when accessing our Services (whether such Services are offered presently or otherwise) even if such Services may be construed as gaming in certain jurisdictions.

1.6 We shall be entitled, in the exercise of our sole discretion, to (i) refuse your registration if you fail to fulfil any one of the eligibility criteria above; (ii) suspend/terminate your account under our Platforms; and/or (iii) change the above eligibility criteria at any time.

2. YOUR USE OF THE PLATFORMS

2.1 Subject always to your continuing compliance with the terms of this Agreement, we agree to grant you a non-transferable, non-sublicensable and non-exclusive licence to use the Website and/or Application on the Device for the purpose of obtaining the Services. All other rights not expressly granted to you are reserved by Zupe.

2.2 Access to some software components used in the Website and/or Application may be offered under third party licences that we may notify you of, in which case your use of those components is governed by such terms to the extent only of any inconsistency between this Agreement and those terms.

2.3 Without prejudice to the generality of the foregoing, you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any third party to):

2.3.1 modify or adapt the whole or any part of the Website and/or Application, or permit the Website and/or Application or any part of it to be combined with, or become incorporated in, any other application, programs or other platforms created by you;

2.3.2 disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Website and/or Application or any components thereof;

2.3.3 communicate, republish, upload, post, transmit, edit, re-use, rent, lease, loan, sell, assign, transfer, distribute, make available, license, sublicense or create derivative works or adaptations based on the whole or any part of the Website and/or Application;

2.3.4 use the Website and/or Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or in contravention of any applicable laws, including infringement of our intellectual property rights or those of any third party in relation to the Application;

2.3.5 use the Website and/or Application in a way that could damage, disable, impair or compromise the Application (or the systems or security of the Website and/or Application or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Website and/or Application and/or Zupe;

2.3.6 post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements;

2.3.7 use any automated process or service to access and/or use the Website and/or Application; and/or

2.3.8 provide, distribute or share, or enable the provision, distribution or sharing of, the Website and/or Application (or any data associated therewith) with any third party.

3. SERVICES

(I) General

3.1 It shall be your sole responsibility, at your own cost:

3.1.1 to obtain all necessary hardware, software and communications services necessary for your use of the Application. Any network connectivity costs shall be born exclusively by you;

3.1.2 to take steps to ensure the security of your Device; and

3.1.3 to make back-ups of data or other content posted via the Application, as these may be subsequently deleted by us or our service providers at any time without notice to you.

3.2 You agree that:

3.2.1 you are responsible for the correctness and accuracy of the information, particulars, statements, photographs, laboratory test results or diagnostic images furnished by you to Zupe and/or the Wellness Provider (as defined in 3.4.1 below);

3.2.2 you are responsible for entering in the correct registration details to link to or enjoy any corporate benefits. No refunds will be provided if you proceed with a transaction without the appropriate registration details;

3.2.3 you shall be personally liable for, and to pay, any fees or charges in accordance with any terms in effect at the time they are incurred;

3.2.4 the licences granted herein do not confer on you any rights to use any other intellectual property rights of Zupe, our affiliates, partners and/or licensors (as the case may be), including “Zupe”, the Zupe logos and any other logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Platforms, all of which are and remain the property of Zupe, our affiliates, partners and/or licensors (as the case may be);

3.2.5 you shall comply with all applicable laws; and

3.2.6 we shall have the right to at any time and from time to time:

3.2.6.1 automatically update the Application and its components on your Device, add or remove functionalities, features or services (collectively, “Application Functions”);

3.2.6.2 vary user account rights or impose user account restrictions, resource limits or fees or suspend or terminate Application Functions and/or user rights; and/or

3.2.6.3 deny or restrict access to the Application or any Application Functions whether to any user or generally, or to block access from or to any resources at any time without ascribing any reasons whatsoever,

and in any such event, you agree that no claims shall lie against us, our related companies, our agents, our partners or our service providers in connection therewith.

(II) Video Consultation/Tele-wellness Services

3.3 Subject to 3.4.5, Wellness Providers may offer through their listings (“Listings”) various wellness/tele-wellness Services on the Platforms including general consultations, mental wellness consultations, AI Chatbot consultations and other wellness services (“Wellness Services”). When you contract for these Services, you are contracting directly with the corresponding Wellness Provider under a separate contract, the terms of which are described in this Agreement and on the corresponding Listings.

3.4 If you are using the consultation functionality on our Platforms, you acknowledge and agree that:

3.4.1 You may use the Application to arrange video or non-video consultations with wellness providers who deliver the Wellness Services, AI Chatbots, and/or regular users (collectively, “Wellness Providers”). Zupe may designate the aforesaid Wellness Providers as “Verified Experts”, “Zuperstars” or any other designation as we may choose to use. These designations simply mean that Zupe has made reasonable efforts to verify the accuracy of the academic and professional qualifications claimed by the Wellness Providers (including by relying on third party verification service providers). It does NOT mean that Zupe assumes any duty of care in relation to the Wellness Services provided by the Wellness Providers. For the avoidance of doubt, Zupe has the discretion to allow any of the following to provide Wellness Services: Verified Experts, Zuperstars, AI Chatbots and/or regular users. Services provided by AI Chatbots are provided by the persons who control these AI Chatbots.

3.4.2 It is your responsibility to determine the appropriateness of the Wellness Provider before engaging the same.

3.4.3 All requests for consultation shall be subject to the Wellness Providers’ acceptance in his/her sole discretion and each consultation accepted by a Wellness Provider shall constitute a separate agreement between the Wellness Provider and you, to which neither Zupe nor our affiliates are a party to;

3.4.4 The Wellness Providers are independent professionals. Each Wellness Provider is responsible for his/her Wellness Services rendered to you and compliance with the requirements of his/her profession and licence;

3.4.5 Zupe is merely a provider of the Platforms, and other supporting services, and does not provide or engage in Wellness Services. Neither Zupe nor any third parties who promote the Wellness Services, facilitate the provision of the Wellness Services or provide you with a link to the Wellness Services shall be liable for any professional advice you obtain from a Wellness Provider via the Website or Application. Zupe does not take on any duty of care to you;

3.4.6 We cannot guarantee the quality of the services, products and/or goods, and you shall bear the responsible to verify the quality of the same. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS, ZUPE DOES NOT ASSUME ANY DUTY OF CARE TO Y;

3.4.7 You shall ensure that the internet connection to which your Device is connected is of sufficient quality and strength to host a video consultation, otherwise video and/or audio quality may suffer;

3.4.8 Once your request is accepted, we may provide your information to the Wellness Provider, including your name and identification number, in accordance with our privacy terms, at 11 below. We may request that you provide proof of identity (which includes a valid photo identification, company identification and/or insurance card) and such information as requested by the Wellness Provider to verify your identity at the start of or at any time during the video consultation. You may be denied Wellness Services if you refuse to provide proof of identity or assume a false identity. The Wellness Provider reserves the right to decline any request for video consultation through the Application in its absolute discretion;

3.4.9 You acknowledge that there are inherent limitations to online or video consultations and that in respect of certain situations, physical consultations may be a more appropriate medium for evaluation, diagnosis and/or consultation;

3.4.10 Our vision is for our Platforms to enable you to access Wellness Services and you acknowledge and recognise that in such circumstances Zupe is acting in our reasonable efforts with respect to any text, post or video on our Platforms and that such text, post or video are only for entertainment purposes only and it shall be the responsibility of user to seek definitive medical advice for his or her condition;

3.4.11 In all cases of video consultation functionality, you understand and agree that the evaluation provided shall be intended as a provisional opinion and shall be solely based on information made available, presented and discussed for or during the video consultation. Such evaluation is not intended to be a substitute for an in-person consultation or treatment. It is advisable to seek further clarification, examination, diagnosis and/or an in-person consultation for a more comprehensive assessment before beginning any definitive treatment;

3.4.12 The Wellness Services are intended to be provided to users in Hong Kong and the Wellness Providers are not qualified/licensed to consult users outside Hong Kong. In using our Platforms, you warrant and shall ensure that you are at all times in compliance with applicable tax, financial and anti-money laundering regulations whether in Hong Kong or elsewhere;

3.4.13 Zupe does not, and shall not be deemed to, direct or control the Wellness Provider generally or in the Wellness Provider’s performance under this Agreement specifically, including in connection with the Wellness Provider’s provision of Wellness Services or the Wellness Provider’s acts or omissions;

3.4.14 Any opinions, advice or information expressed by the Wellness Provider are those of the Wellness Provider alone and they do not reflect the opinions of Zupe;

3.4.15 You are responsible for the correctness and accuracy of the particulars, statements and images including your symptoms, health history, photographs, laboratory test results or diagnostic images furnished/uploaded by you to the Wellness Provider;

3.4.16 You shall not record in any media your interactions with the Wellness Providers through the Application;

3.4.17 You shall not conduct yourself in an inappropriate manner when interacting with the Wellness Provider, or display/upload any inappropriate content to the Application. Any such conduct may result in the termination of your Account;

3.4.18 You shall comply with Zupe’s cancellation terms set out in in this Agreement.

(III) Marketplace on the Platforms

3.5 Zupe provides a marketplace (“Marketplace”) on the Platforms, on which third party vendors (“Marketplace Providers”) offer various wellness-related products and services for purchase (“Wellness Products”). Wellness Products on the Marketplace may be sold by third party vendors . When you are purchasing a Wellness Product on the Marketplace, you are contracting directly with the Marketplace Provider under a separate contract, the terms of which are contained in this Agreement and on the listing for the Wellness Product. If you are using the Marketplace functionality on any of the Platforms, the following terms shall apply:

(a) Placing of Orders

3.5.1 You may place an order by completing the order form on the Platform and clicking “Buy” or “Confirm Purchase” or “Purchase” (“Order“) or the equivalent. Marketplace Providers will not accept Orders placed in any other manner.

3.5.2 All Orders shall be subject to Marketplace Providers’ acceptance in its sole discretion and each Order accepted by Marketplace Providers shall constitute a separate agreement between Marketplace Provider and you. You acknowledge that unless you receive a notice from Marketplace Provider accepting your Order or arranging for an appointment, Marketplace Providers shall not be party to any legally binding agreement with you for the sale of or other dealings with the Wellness Product and accordingly Marketplace Providers shall not be liable for any losses which may be incurred as a result. The Marketplace Provider reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion.

(b) Wellness Products requiring Consultation

In the event a Wellness Product requires a consultation with a Wellness Provider, you will be redirected to the video consultation platform of the Application for such a consultation, which is subject to separate consultation fees. You will not be able to purchase such Wellness Product without such a consultation.

3.5.3 The price of the Wellness Products payable by you shall be the price as stated on the Platform (the “Product Price“).

3.5.4 All Product Prices of the Wellness Products are subject to taxes, unless otherwise stated. The Marketplace Providers reserve the right to amend the Product Price at any time without giving any reason or prior notice.

(d) Risk and property of the Healthcare Products

3.5.5 Risk of damage to or loss of the Wellness Products shall pass to you at the time of delivery or, if you wrongfully fail to take delivery of the Wellness Products, at the time when Zupe or Marketplace Provider (as the case may be) has tendered delivery of the Wellness Products.

3.5.6 Notwithstanding delivery and the passing of risk in the Wellness Products or any other provision of this Agreement, the Wellness Products shall not pass to you until Zupe has received in cleared funds payment in full of the price of the Wellness Products and all other goods agreed to be sold by Zupe to you for which payment is then due.

3.5.7 Until such time as the property in the Wellness Products passes to you:

3.5.7.1 you shall hold the Wellness Products as Zupe’s fiduciary agent and bailee and shall keep the Wellness Products separate from those of yours;

3.5.7.2 Zupe shall be entitled at any time to demand you to deliver up the Wellness Products to Zupe and in the event of non-compliance Zupe reserves its right to take legal action against you for the delivery up of the Wellness Products and seek damages and all other costs including but not limited to legal fees against you; and/or

3.5.7.3 you shall not pledge or in any way charge by way of security for any indebtedness any of the Wellness Products which remain the property of Zupe and if you do so, all moneys owing by you to Zupe shall (without prejudice to any other right or remedy of Zupe) forthwith become due and payable

3.6 Nothing in this Agreement is meant to exclude Zupe’s liability beyond what is legally permitted under applicable laws.

3.7 You acknowledge that:

3.7.1 While Zupe endeavours to provide an accurate description of the Wellness Products, we do not warrant that such description is accurate, current, or free from error;

3.7.2 Zupe shall not be liable for any failure or delay in delivery of your purchased Wellness Product howsoever caused. You acknowledge and agree that the delivery times indicated on the Platforms are indicative only;

3.7.3 The pricing or availability of the Wellness Products may change at any time at Zupe’s discretion. Zupe shall not be held responsible for any such changes; and

3.7.4 You shall pay the relevant fees for any Wellness Products purchased, and abide by all applicable payment terms as may be made known to you on the Platform or by Zupe.

4. CONTENT

4.1 Content Available on Zupe

For the purposes of this Agreement, “Content” means information (including biographical information), videos, music, audio clips, data, software, text, photographs, comments, feedback, reviews, questions, drawings, graphics, features, and other materials.

4.1.1 Users of our Platforms may upload, link to, email, transmit, or otherwise make Content available through our Platforms (collectively, “User Content”).

4.1.2 Permitted Use. You may copy and download Content made available on our Platforms, including User Content, for your personal, non-commercial use only. Except as expressly set forth in this Agreement, you may not use any such Content for any other purpose, including in any public or commercial way, or modify, copy, distribute, republish, perform, display, create derivative works of, post, or transmit any such Content in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without our prior written consent and, where applicable, the prior written consent of our licensors. You may not remove or alter any copyright or other proprietary notices contained in any Content made available through our Platforms. When Content is downloaded to your computer, you do not obtain any ownership interest in it. NOTWITHSTANDING THE FOREGOING, ZUPE DOES NOT LICENSE TO YOU ANY RIGHTS IN ANY SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT MAY BE MADE AVAILABLE THROUGH ZUPE.

4.2 Your Content

4.2.1 You are solely responsible for all Content, including personal data, that you upload, post, link to, email, or otherwise transmit or make available through our Platforms (“Your Content”). If you own the rights in a copy of a sound recording, but do not own any other rights in that sound recording, including in the underlying musical works embodied in it, you may not include that sound recording in Your Content unless you have obtained all permissions, clearances, and authorizations from all persons who have rights or ownership interests in such sound recording and musical work.

4.2.2 If you link to our Platforms or Content made available on our Platforms to your account on a third party platform you must do so in a manner that: (i) complies with this Agreement, the applicable third party terms, and applicable laws; (ii) does not imply that you are associated with us or our Platforms or imply any approval or endorsement by us; and (iii) does not damage our reputation or take advantage of it. We reserve the right to withdraw permission to you to link to our Platforms or any Content made available through our Platforms at any time without notice.

4.2.3 You represent and warrant that: (i) all of Your Content is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations, this Agreement and any applicable third party terms; (ii) you have obtained all rights, clearances, authorizations, and consents necessary to upload, post, link to, email or otherwise transmit Your Content without infringement or violation of any third party rights, including any privacy rights, publicity rights, contract rights, or intellectual property rights; (iii) to the extent you do not exclusively hold all rights in Your Content, all parties who hold such rights, including moral rights, have completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses you are granting in this Agreement; and (iv) our exercise of the rights in Your Content granted by you in this Agreement to us will not result in any obligation to pay royalties to any third party, including any sound recording copyright owner, musical work copyright owner, music producer, performing rights organization, a sound recording performing rights organization, union, or guild.

4.3 Content is Public. You acknowledge and agree that all Content made available through our Platforms is public and not private communication. We are not subject to any obligation of confidentiality with respect to Your Content except as required by applicable law. We reserve the right to access, read, preserve, and disclose any Content made available through our Platforms and disclose the Content provider’s identity as we reasonably believe necessary to: (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce this Agreement, including investigating potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety of Zupe, any Content owner, any Platform user, or the public.

4.4 Editing and Removal of Content. You acknowledge and agree that we are not obligated to use Your Content. We may use or choose not to use any User Content in our sole discretion and may alter, adapt, edit, delete, reject, refuse to post, and remove any Content from our Platforms or remove or block any link between our Platforms and any third party site at any time. We are not responsible for maintaining a copy of any Content we remove from our Platforms, and we are not liable for any loss you incur in the event that any of Your Content has been removed.

4.5 Content Disclaimers

4.5.1 You acknowledge that all Content uploaded to, linked to, emailed, transmitted, or otherwise made available through our Platforms by any party, including you, is the sole responsibility of the party who provides it. You understand that by using our Platforms, you may be exposed to Content that you find offensive or objectionable and that we may not be able to confirm the identity of other users or prevent them from acting under false pretences or in a manner that infringes the rights of any party. WE RESERVE THE RIGHT, BUT DO NOT HAVE ANY OBLIGATION TO, MONITOR, PRESCREEN, REMOVE, BLOCK, EDIT, OR MODIFY ANY CONTENT AT ANY TIME, WITHOUT NOTICE TO YOU AND FOR ANY REASON OR FOR NO REASON AT ALL.

4.5.2 We are constantly updating our Platforms’ features, Content, and product and service offerings. Products or services may be mispriced, described inaccurately, or at times unavailable. Content, including User Content, made available through our Platforms may contain errors or inaccuracies and may not be complete or current. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR VALIDITY OF ANY CONTENT MADE AVAILABLE THROUGH OUR PLATFORMS OR THAT ANY CONTENT MADE AVAILABLE THROUGH OUR PLATFORMS IS UP-TO-DATE OR ERROR-FREE. CONTENT, INCLUDING PRICES AND AVAILABILITY OF PRODUCTS AND SERVICES, IS SUBJECT TO CHANGE WITHOUT NOTICE. YOU RELY ON THE CONTENT PROVIDED THROUGH OUR PLATFORMS SOLELY AT YOUR OWN RISK.

4.5.3 Content made available through our Platforms, including information regarding product benefits and information relating to physical, social, mental, or emotional wellbeing, is for general informational purposes only and is not a substitute for medical advice or treatment for specific medical conditions. Zupe is not a medical organisation. None of the Content made available through our Platforms: (i) should be considered medical advice or a diagnosis of any kind; (ii) is a substitute for physician consultation, evaluation, or treatment; (iii) has been evaluated by the Food and Drug Administration or any other regulatory authority whether in the United States of America, Hong Kong or elsewhere; or (iv) is intended to diagnose, treat, cure, or prevent any disease or health condition. WE CANNOT AND DO NOT GIVE YOU MEDICAL ADVICE. YOU SHOULD SEEK PROMPT MEDICAL CARE FOR ANY SPECIFIC HEALTH ISSUES AND CONSULT YOUR PHYSICIAN BEFORE PURCHASING ANY PRODUCTS OR SERVICES THROUGH OUR PLATFORMS OR FOLLOWING THE SUGGESTIONS SET FORTH IN ANY CONTENT.

5. LICENSES TO YOUR CONTENT

5.1 You hereby grant Zupe and its affiliates, licensees, successors, and assigns an irrevocable, fully paid-up, royalty-free, perpetual, transferable, sublicensable, nonexclusive, worldwide license to use, reproduce, publish, distribute, adapt, create derivative works from, modify, edit, publish, publicly perform, and display Your Content (in whole or in part), whether alone or incorporated in or with other Content, in any and all media now known or hereafter devised, for any purpose, including promotional, marketing, advertising, trade, non-commercial, and commercial purposes (including, for the avoidance of doubt, Your Content may be collected and assimilated by our Chatbot AI and subsequently used on our Platforms), without compensation or credit to you or further permission from you. Without limitation of the foregoing, we will be free to use any ideas, concepts, or know-how contained within Your Content in any manner, including in connection with developing, modifying, and marketing our products and services. You hereby authorise Zupe to execute any document or take any action Zupe may consider appropriate in order to confirm the rights granted by you to Zupe in this Agreement.

5.2 You hereby grant Zupe and its affiliates, licensees, successors, and assigns he right to use your name, voice, likeness (including photographs and video), and other personal data, to the extent that such information is contained in Your Content, solely in connection with our use of Your Content, without compensation or credit to you or further permission from you.

5.3 You hereby permit all users of our Platforms to access, display, view, share and comment on Your Content for their personal use. In addition, you hereby permit Zupe to provide your Content to third parties for third parties to display and share your Content on their accounts on third party platforms.

5.4 You hereby grant to us the right to pursue before any appropriate forum any party that violates Zupe’s or your rights under applicable law in Your Content.

5.5 If, under applicable law, it is determined that you retain moral rights in any of Your Content, you hereby agree that: (a) you will not require that you be credited in connection with the use of Your Content; (b) you will not oppose the publication, use, modification, or deletion of Your Content in accordance with this Agreement; and (c) to the extent permissible under applicable law, you waive and will not claim or assert any entitlement to any moral rights in any of Your Content.

6. INTELLECTUAL PROPERTY

As between you and Zupe, except with respect to Your Content, Zupe owns all right, title, and interest in Zupe, all Content, all trademarks displayed on Zupe or in any Content, and all portions of all of the foregoing, including all intellectual property rights therein. Our commercial partners, suppliers, advertisers, sponsors, licensors, and other third parties may also have proprietary rights in the foregoing. Zupe and Content made available on our Platforms are protected by copyright, trademark, and other laws of both Hong Kong and foreign countries and, except as expressly set forth in this Agreement, may not be used without the permission of the applicable owner. Except as expressly set forth in this Agreement, Zupe and its commercial partners, suppliers, advertisers, sponsors, licensors, and other third parties reserve all rights in our Platforms and all Content and trademarks appearing on or made available through our Platforms.

7. CREDITS AND EARNINGS

7.1 While using our Platforms, you may, where applicable, earn credits against future purchases or commissions through a variety of actions (“Credit Earning Actions”) including but not limited to making recommendations that results in a purchase of Wellness Products or Services, or inviting friends to set up a Zupe Account. The full list of Credit Earning Actions and the terms and conditions governing them are set out at the FAQ and Zupe may amend, change or remove any or all of the Credit Earning Actions and the terms and conditions governing them at any time by notice to you as set out in the FAQ.

7.2 Credits can only be used towards the items you purchase on Platforms and are not redeemable outside of Zupe.

8. DELIVERY OF WELLNESS PRODUCTS

8.1 Delivery charges, if any, shall be as set out in the Order.

8.2 A surcharge will be imposed for delivery or home services to secured locations listed on the Website at or the Application, or any other locations as updated from time to time in the FAQ. Zupe reserves the right not to deliver Wellness Products to certain remote or secured areas.

8.3 You acknowledge and agree that:

8.3.1 delivery of the Wellness Product or is subject to availability of the Wellness Product;

8.3.2 the delivery of the Wellness Product by Zupe or Marketplace Provider (as the case may be) is provided on a reasonable effort basis. All delivery timeframes stated on the Website/Application are estimates only as there may be delays or unforeseen circumstances beyond Zupe’s control;

8.3.3 while stock information on the Website/Application is updated regularly, it is possible that in some instances a Wellness Product may become unavailable between updates;

8.3.4 if the delivery of your Wellness Product is delayed, Zupe or Marketplace Provider (as the case may be) will inform you accordingly via e-mail or phone calls and the Wellness Product will be dispatched as soon as it becomes available to Zupe or the Marketplace Provider. Zupe or Marketplace Provider (as the case may be) (and any of its agents) shall not be liable for any delay in delivery of your Wellness Product howsoever caused.

8.4 Zupe and its delivery service partners will use reasonable efforts to contact you to complete the delivery of the Wellness Products, or home-based services during the selected timeslots. If you are not present at the stated address at the time of delivery, additional charges may be imposed for the redelivery of order or additional trip for the home-based service.

8.5 If you fail to take delivery of the Wellness Products (otherwise than by reason of Zupe’s or Marketplace Provider’s (as the case may be) fault) then without prejudice to any other right or remedy available to Zupe, Zupe or Marketplace Provider (as the case may be) (or any of its agents) may cancel your Order and shall not be liable for any failure to deliver your Wellness Product.

9. PAYMENT

(9) General

9.1 You agree to pay all Fees (as defined below) to your Account in accordance with the Fees, charges, and billing terms in effect at the time the Fees are due and payable via credit card). The Fees for the Wellness Services or for the Wellness Products include a commission payable to Zupe, and a fee for the Wellness Services or for the Wellness Products, as the case may be, which will be paid to the Wellness Provider or the Marketplace Provider, as the case may be.

9.2 We may request for additional information or documentation at any time and for any reason, including confirming your identity, age and/or to confirm your bank details or debit, credit, prepaid facilities. You agree that you will provide such information and/or documentation promptly to us upon request. If you fail to do so promptly, we may either limit your use of, or suspend your account with Zupe.

9.3 You authorize us to make any enquiries we consider necessary to validate and verify your identity (whether directly or through third parties) at any time for any reason whatsoever.

9.4 By providing Zupe with your credit card number and associated payment information, you agree that Zupe is authorized to immediately invoice your credit card for all fees and charges due and payable to Zupe hereunder and that no additional notice or consent is required.

9.5 In connection with your use of the Application, you shall bear the following fees and charges (collectively, the “Fees”):

9.5.1 in respect of video consultation, a consultation fee for each completed Wellness Service requested by you through the Application (“Consultation Fee“) calculated based on the rates as prescribed by Zupe on the Application from time to time, and any Wellness Products at the price as stated on the Application (“Wellness Products Charges”);

9.5.2 in respect of the Marketplace, the Product Price;

9.5.3 delivery fees (if any);

9.5.4 taxes (where applicable); and/or

9.5.5 any other charges or fees as may be notified to you via the FAQ;

9.6 For the avoidance of doubt, Zupe’s determination of the Fees shall be final, conclusive and binding on you.

9.7 All Fees shall be paid in advance, are non-refundable save as permitted under applicable refund policies as may be notified to you, and you further agree to bear all taxes and other duties payable thereon.

9.8 Zupe may use payment processing agents to process your payment of any Fees. When you provide us with your credit card details, you authorise us and/or our payment processing agents to charge your credit card account automatically upon the expiry of each payment period as applicable in relation to the Fees. If we cannot charge your card successfully, we have the right to immediately terminate the transaction and/or access to your account.

9.9 Zupe has the right not to return to you any disputed funds or any funds which relate to a breach of this Agreement until such time such a dispute has been resolved or where a court of a competent jurisdiction has decided on the matter.

9.10 We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or any other illegal activity checks before authorizing any payments or processing any refunds.

10. CANCELLATIONS, EXCHANGES AND REFUNDS

10.1 In respect of the Wellness Services / Video Consultation function: Unless as otherwise specified in the Listing, you will not be entitled to a refund of such Fees already paid (i) in the event that you cancel a scheduled appointment less than 24 hours in advance or if you miss a scheduled appointment or (ii) in respect of any consultation that has either been completed or terminated by you.

10.2 In respect of the purchase of any Wellness Products via the Marketplace on the Platforms: Unless as otherwise specified in the listing on the Platforms,

10.2.1 such orders successfully made through the Platforms are strictly not eligible for cancellation; and

10.2.2 Wellness Products purchased through Marketplace on the Platforms are also not eligible for exchange and are non-refundable. Any requests made for refunds/exchanges in the event that the purchased product is damaged, or the service rendered failed to fulfil its description in Marketplace will be subject to Zupe’s review on a case-by-case basis. The decision as to whether any refund/exchange should be allowed is at the sole discretion of Zupe.

10.3 In the event you are entitled to any refund for any reason in respect of any products or services on Zupe’s Platforms, you agree that Zupe may its sole discretion where the purchase was made using a credit card, credit the refund to the same credit card. We may require you to provide additional information prior to processing any refund and you agree to cooperate with us.

10.4 In the seven (7) days following the delivery of your Order, you may contact us to inform us of any issues with your Wellness Product. If, after the expiration of seven (7) days, you identify an issue with your Wellness Product, you must contact the Marketplace Provider, using the contact details provided on the Platform.

11. CONFIDENTIALITY

11.1 In using the Application or Website or any services provided by us, Zupe will need to collect your personal data in order to provide you with our Services or Wellness Products. In providing us with your personal data, you consent to our collection, use, processing, and disclosure of your personal data on our Platforms.

11.2 Zupe is required to comply with local privacy and cybersecurity laws. The information you provide to your Wellness Provider or us is legally confidential. We implement and maintain reasonable security measures appropriate to the nature of the personal information that we collect, use, retain, transfer or otherwise process. Those measures include administrative, physical and technical safeguards to protect the security, confidentiality and integrity of personal information. However, data security incidents and breaches can occur due to a variety of factors that cannot reasonably be prevented; therefore, our safeguards may not always be adequate to prevent all breaches of security.

12. DISCLAIMER OF WARRANTIES AND LIABILITY

12.1 To the maximum extent permitted by law, you irrevocably agree and acknowledge that:

12.1.1 we do not warrant or make any representations that the Website and/or Application is the appropriate channel of consultation for your particular healthcare problem, and/or meets your specific requirements. Zupe disclaims any liability for any use of the Website and/or Application for the provision of any emergency services or where diagnosis or treatment-in-person is required. You should also consult a doctor in person or contact your local emergency services immediately if your medical condition is not minor or cannot be diagnosed or treated without a physical consultation with a doctor,

12.1.2 we are not responsible for any of the information made available or accessed on or through the Website and/or Application or any decisions made by you based on any information made available or accessed on or through the Website and/or Application;

12.1.3 we do not endorse or recommend any specific tests, Wellness Providers, Wellness Services, physicians, Wellness Products, procedures, opinions, or other information that may be mentioned on the Website and/or Application and that any arrangement entered into between you and any Wellness Provider or any third party named or linked to or from the Website and/or Application is at your sole risk and responsibility. The inclusion of Wellness Providers on the Website and/or Application does not imply recommendation or endorsement of such professional nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any professional contained therein, For the avoidance of doubt, Wellness Provider could include Chatbot AI and Zuperstars;

12.1.4 the Website and/or Application (together with any Services, or other content, material or information available on the Website and/or Application) are provided on an “as is” and “as available” basis, with all faults and without warranty of any kind. Your use of the Website and/or Application is at your own risk;

12.1.5 the Website and/or Application may use transmissions over the Internet which are never completely private or secure. You understand that any personal data, message or information which you send in the course of the use of the Website and/or Application may be made public on the Website and/or Application, and read or intercepted by others;

12.1.6 Zupe does not warrant and hereby disclaims any representation, warranty or term with respect to the Website, Application and/or the Application Functions, whether express, implied or statutory, including but not limited to:

(i) fitness for a particular purpose which has not been communicated to and accepted by us, title, accuracy, quiet enjoyment, and non-infringement of third party rights, or as to the accuracy, correctness, reliability, timeliness, non-infringement of or compliance with any laws, regulations and/or third party rights in connection with the Website, Application and/or the Application Functions;

(ii) the Website, Application and/or the Application Functions being available at all times, uninterrupted or error-free, or that defects will be corrected or that the Website, Application and/or the Application Functions and any related computer system is and will be free of all viruses and/or other harmful elements;

(iii) the Website, Application and/or the Application Functions and any related computer system is and will be free from any unauthorised access, intervention, hacking, sabotage, fraud or infiltration by third parties; and

(iv) the Website, Application and/or the Application Functions being compatible or working with any third party software, applications or third party services.

12.2 Zupe and its partners are not liable for:

12.2.1 the potential and inherent risks associated with remote consultation including without limitation: (i) the information transmitted by you or the Wellness Provider may not be sufficient or accurate to allow for appropriate wellness decision making; (ii) reliance on self-measurement and reporting, including body temperature, blood pressure and weight, may result in inaccurate evaluation; (iii) a lack of access to all your records; and/or (iv) software, hardware, or data transmission problems or failures may impede, or cause disputes or delays in, evaluation, or treatment;

12.2.2 any loss caused to or damage incurred or suffered by you or any person by reason of or arising from or as a consequence of any use of your account information and/or the Platforms or Services, performing any transactions, purchase and/or arrangement of delivery of Product, and obtaining and/or making any payment of any monies belonging to you;

12.2.3 any loss caused to or damage incurred or suffered by you or any person by reason of your erroneous, wrongful or fraudulent uploading of information, images, laboratory test results or diagnostic images, or provision of information by you to the Platform or the Wellness Provider for the purposes of your use of the Platform or the Services;

12.2.4 any loss, damage or liability which may arise in connection to Services offered or Wellness Products. All indirect and/or intangible damage, including without limitation, loss of income and consequential damages is excluded from Zupe’s liability;

12.2.5 for the actions or inactions of any providers of Services in relation to you, your activities or for or in connection with Services; and

12.2.6 any suspension, discontinuation, upgrade or modification to the Application or Application Functions which we may carry out from time to time without giving any reason or prior notice to you which affects your use of the Services, Application and/or the Application Functions.

The exclusions and/or limitations of liability in this Agreement shall not apply to the extent that such exclusions and/or limitations are prohibited by applicable law, including liability for death or personal injury arising from Zupe’s negligence.

12.3 FOR THE AVOIDANCE OF DOUBT, WE ARE NOT A HEALTHCARE OR MEDICAL SERVICES PROVIDER. ACCORDINGLY, DO NOT USE THE CONSULTATION FUNCTIONALITY (WHETHER BY WAY OF VIDEO, AI CHATBOT OR OTHERWISE) ON THE APPLICATION FOR A HEALTH OR MEDICAL EMERGENCY. If you are experiencing a medical emergency, please consult a doctor in person or call the emergency medical services number immediately.

13. INDEMNITY

You agree to fully indemnify and hold harmless Zupe, our affiliates, related companies, members, officers, employees, agents, partners and service providers (collectively, the “Indemnitees“) from and against any claim, demand, loss, damage, cost, or liability (including legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from (a) any information or content which you submit, post, transmit, communicate, send, publish, upload or otherwise make available through the Application; (b) your breach of this Agreement and any terms relating to your use of the Application; (c) your access or use of the Application; (d) any action taken by us either as part of our investigation of any suspected breach of this Agreement or as a result of our finding or decision that a breach of this Agreement has occurred; and (e) your breach of any rights of any other person.

14. LIMITATION OF LIABILITY

14.1 To the maximum extent allowed under applicable law:

14.1.1 the Indemnitees shall not be liable for any claim, damage or loss of any kind of any nature whatsoever caused and howsoever arising as a result (direct or indirect) of or otherwise in connection with your use of or reliance on the Website and/or Application, including but not limited to any claim, damage or loss suffered (whether incidental, special, indirect or consequential) as a result of or in connection or in reliance of any content or any other information made available or accessed on or through the Application or contained in or available from the Application or your use or reliance on any products or services available on or accessed via the Website and/or Application and/or the Application Functions or any infringement of any rights arising in connection therewith, including without limitation any loss of data, profits, goodwill, anticipated savings, reputation, business or business opportunity, regardless of the cause thereof and even if we have been advised of the possibility thereof; and

14.1.2 in no event shall the Indemnitees be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, corruption or loss of data, failure to transmit or receive any data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Application or any third party software or applications in conjunction with the Application, howsoever caused, regardless of the theory of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such damages.

14.2 In the event that Zupe is held liable, Zupe shall only be responsible for direct losses or damages which may be reasonably expected to result from the circumstances and provided such losses and damages were caused by Zupe’s gross negligence or wilful default.

15. TERMINATION

15.1 Zupe has the right to terminate or suspend your account in our sole and absolute discretion without prior notice to you, for any reason at any time. Notwithstanding any such termination or suspension, you remain liable for the outstanding amounts incurred by you.

15.2 You may deactivate/terminate your Account at any time, for any reason by navigating to the “Account Deletion” page within our Application. Alternatively, you may deactivate/terminate your Account by sending an email to delete@zupe.life.

15.3 After such termination, Zupe:

15.3.1 will have no further obligation to provide the Services; and

15.3.2 subject to applicable law and the Privacy Policy, reserves the right to retain, delete or destroy all information, communications and materials stored, posted or uploaded to the Application pursuant to its internal record retention and/or content destruction policies, including, but not limited to, your personal data and medical records.

15.4 Upon termination, you will cease to use the Platforms immediately.

15.5 To the extent permitted by applicable law, the confidentiality, disclaimers, indemnities, limitations on liability, termination and your representations and warranties shall survive any termination of this Agreement.

16. FORCE MAJEURE

Neither Zupe nor any providers of Services under this Agreement shall be liable for delay in performing obligations or for failure to perform obligations under this Agreement if the delay or failure resulted from events, causes and circumstances beyond its reasonable control, including but not limited to, acts of God, governmental acts (including directives issued by regulators and amendments to legislation), shut down or failure of telecommunications facilities or networks, failures or acts of application distributors, failure of information technology or telecommunications equipment or facilities, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, epidemics, flood, fire, explosion, accident, terrorist attacks, civil war, civil commotion, industrial dispute, or impossibility of obtaining materials.

17. GENERAL

17.1 This Agreement, the Privacy Policy and the documents in it, constitutes the entire agreement and understanding between you and Zupe relating to the Application/Platforms and you have not entered into this Agreement in reliance upon any representation, warranty or undertaking of Zupe which is not set out in this Agreement. Nothing in this Agreement shall however operate to limit or exclude liability for fraud.

17.2 We may from time to time update these terms of this Agreement by posting amendments at the Website or on the Application. By your continuing use of the Website and/or Application after any such amendment, you agree to be bound by this Agreement as so amended.

17.3 The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

17.4 No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

17.5 We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is an appropriate or adequate remedy.

17.6 Zupe may give notice by means of a general notice on the Application, or by electronic mail to your email address, by SMS to your mobile phone number, or by written communication sent by registered mail to your address. Your contact details for such notices shall be based on your details in Zupe’s records. You may only give notice to us in writing sent to our designated address or e-mail address.

17.6.1 Notices shall be deemed to have been duly given and received upon the expiration of forty-eight (48) hours after mailing or posting (if sent by registered mail), two (2) hours after sending (if sent by email), provided that no automated message is received stating that the email has not been delivered, or immediately (if sent by SMS). Notices on the Application shall be deemed to have been received by you whether or not you actually access the notice. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

17.6.2 This clause does not apply to notices issued in respect of legal proceedings.

For the avoidance of doubt, notice shall be deemed to be served on you if such notice is published on the Website or Platforms of Zupe.

17.7 The provisions of the Agreement are severable, and if any provision, or any portion thereof, is determined by a competent court or tribunal to be illegal, invalid or unenforceable for any reason, any remaining portion of that provision, and all other provisions of the Agreement, shall remain valid and enforceable to the fullest extent permitted by law in order to give effect to the Parties’ intentions.

17.8 You may not assign your rights or transfer your obligations under this Agreement without our prior written consent but we may assign our rights or transfer our obligations under this Agreement to any affiliate or third party at our sole discretion.

17.9 Save for the related companies of Zupe, partners of Zupe and as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no right to enforce or enjoy the benefit of any term of this Agreement under The Contracts (Rights of Third Parties) Ordinance (Cap. 623). Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

17.10 In the event that this Agreement is executed or translated in any language other than English, to the extent allowed under law, the English language version of this Agreement shall govern and shall take precedence over the foreign language version.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. The Parties shall attempt in good faith to resolve promptly any dispute arising out of or in connection with this Agreement through amicable negotiations (which shall be commenced by either party giving written notice to the other). In the event that such dispute cannot be resolved by amicable negotiations within thirty (30) days of either party giving written notice to the other party that a dispute has arisen, the dispute shall be submitted by either party for resolution by the courts of Hong Kong which courts shall have exclusive jurisdiction.

AGREEMENT BETWEEN ZUPE AND EXPERTS

PLEASE READ THE TERMS AS HEREAFTER SET FORTH (THIS “AGREEMENT“ OR “TERMS”) CAREFULLY BEFORE USING THE HTTPS://WWW.ZUPE.LIFE OR ANY OTHER RELATED WEBSITES (“WEBSITES”), AND THE ZUPE MOBILE APPLICATION TOGETHER WITH ITS VARIOUS FUNCTIONALITIES (“APPLICATION“) (COLLECTIVELY, THE “PLATFORMS”). THE PLATFORMS ARE SOFTWARE SOLUTIONS OFFERING CUSTOMERS ACCESS TO A NETWORK OF WELLNESS PROVIDERS (AS HEREINAFTER DEFINED) AND WELLNESS SERVICES (“SERVICES“).

BY REGISTERING ON THE APPLICATION ON A MOBILE DEVICE (“DEVICE“) OR VIA THE PLATFORMS TO PROVIDE SERVICES WITH AND/OR FOR US (THE “EXPERT”, “YOU” OR “YOUR”) WHETHER AS A VERIFIED EXPERT, ZUPERSTAR OR BEARING SUCH OTHER TITLE WHICH WE HAVE DESIGNATED YOU WITH (THE “REGISTRATION WITH ZUPE”), YOU AGREE TO BE BOUND BY THE TOS (AS HEREINAFTER DEFINED), THE TERMS OF THIS AGREEMENT AND ALL OTHER TERMS AND POLICIES THAT APPEAR ON THE PLATFORMS OR ON THE APPLICATION. FOR THE AVOIDANCE OF DOUBT, THE TERMS AND CONDITIONS OF THE TOS SHALL BE DEEMED TO BE INCLUDED IN THIS AGREEMENT.

BY WAY OF GUIDANCE, A ZUPERSTAR IS AN ORDINARY INDIVIDUAL THAT HAS A REASONABLE BODY OF KNOWLEDGE IN A RELEVANT WELLNESS AREA SUCH THAT ZUPE SEES THE POTENTIAL IN MARKETING SUCH INDIVIDUAL TO VENDORS. EXPERTS ARE INDIVIDUALS WITH QUALIFICATIONS IN A RELEVANT WELLNESS AREA THAT ZUPE CAN VERIFY (including through third parties). IN SOME CIRCUMSTANCES, A ZUPERSTAR MAY ALSO BE AN EXPERT. HOWEVER, NOT ALL ZUPERSTARS ARE EXPERTS WHILE SOME EXPERTS MIGHT ALSO BE ZUPERSTARS.

This Agreement is made between Zupe Group Limited (“Zupe“, “us“, “we” or “our” as the case may be) and the Expert (collectively the “Parties”) with respect to your services as Expert.

WHEREAS:

(a) Zupe owns or controls the Platforms and wishes make the Platforms available for the Expert to perform the Wellness Services.

(b) The Expert has a particular area of expertise and has agreed to provide Wellness Services to members of the public through the Platforms.

IT IS AGREED as follows:

1. DEFINITIONS

1.1 “TOS” shall mean the ZUPE TERMS OF SERVICE set out at the Websites and/or Platforms.

1.2 “Wellness Services” shall be ascribed the same meaning that such expression carries in the TOS.

1.3 “Engagement Period” shall mean at first instance the twelve (12) months from the Effective Date of this Agreement, which Engagement Period shall be automatically renewed for another twelve (12) months, and accordingly in like manner any other subsequent terms shall be automatically renewed (indefinitely) unless terminated in accordance with the terms of this Agreement.

1.4 “Effective Date” shall be deemed to be the date when the Registration with Zupe has occurred.

1.5 “Territory” shall mean all countries, ships, aeroplanes, and other locations throughout the world.

1.6 “Expert’s Fee” shall be the fee the Expert has charged and collected from the applicable user or users of the Platforms that engage the Expert for a session or block of time of consultation.

1.7 “Expert Platform Fee” shall be a percentage of the Expert’s Fee as stated in the FAQ, which may change from time to time.

1.8 “Commissions” shall be: (i) a percentage of the price of the product(s) which the Expert recommends via a post on the Platform and in relation to that particular products(s) the user clicks through on the applicable link on the Platorm to purchase; and (ii) any other payments as stipulated in the FAQ on our Website, which may change from time to time.

1.9 “FAQ” shall mean Frequently-Asked-Questions section as set out in our Websites and/or Platforms.

1.10 “Confidential Information” means any confidential information of Zupe and its affiliates (collectively, the “Group”), including but not limited to:

(a) lists of the Group’s actual or potential clients and lists of other persons or employees that any member of the Group employs or engages, or seeks to employ or engage, from time to time;

(b) details of relationships or arrangements with or knowledge of the requirements of the Group’s actual or potential clients, or of the persons or employees that any member of the Group employs or engages, or seeks to employ or engage, from time to time;

(c) details of the Platforms and Group’s business methods, finances, prices or pricing strategy, marketing or development plans or strategies;

(d) details of any tenders, pitches or presentations proposed or made by the Group;

(e) personal information about any of the directors or employees of the Group, including persons or employees that the Group employs or engages, or seeks to employ or engage, from time to time;

(f) health, personal information or other data relating to or from the users of the Platforms;

(g) information divulged to the Group by a third party in confidence;

(h) any information relating to the persons or employees that the Group employs or engages, or seeks to employ or engage, from time to time which the Group or the person or employee in question reasonably considers to be confidential; and

(i) any information relating to any member of the Group or any of its respective actual or potential clients which Group or client in question reasonably considers to be confidential.

For the avoidance of doubt, the expression “client” in this Agreement shall also include any user or users of the Platforms.

2. ENGAGEMENT OF THE PARTIES

In consideration of the mutual promises and undertakings contained in this Agreement, the Contribuor agrees to enter into and abide with the TOS, and to engage the services of Zupe and its Platforms throughout the Engagement Period and to pay Zupe the Platform Fee in accordance with the terms of this Agreement.

3. COPYRIGHT

In consideration of being invited to be a Expert on the Platforms, the Expert agrees to assign to Zupe all the product of his services under this Agreement whether in existence now or created in the future in all media throughout the Territory for the full period of copyright and any extensions or renewals including but not limited to documents, recordings, photographs, and interactive responses, provided that Zupe shall not acquire any rights or interest in any material in which the copyright already exists which is owned or controlled by the Expert which is supplied under this Agreement including photographs, documents, biography, and books, slogans, name, business names.

4. OBLIGATIONS OF ZUPE

4.1 Zupe warrants that it has full authority and power to enter into this Agreement and is not bound by any previous agreement which adversely affects this Agreement.

4.2 As applicable, Zupe or the relevant third party vendor of the products(s) shall pay the Commissions to the Expert. Payment shall be made directly into the Expert’s bank account by electronic transfer.

5. OBLIGATIONS OF THE EXPERT

5.1 There is a reliance on the Experts by users of the Platforms and the Experts acknowledge and agree that they have a duty of care to users. Experts shall have the responsibility to remind users that services hosted on or delivered via the Platforms only have entertainment value and that ultimately, where necessary, they ought to seek medical care for their conditions.

5.2 The Expert acknowledges and agrees that he or she must perform the Wellness Services to the best of his or her abilities and act in the best interests of the user and not for the Expert’s financial gain.

5.3 Standards of Practice. The Expert shall perform his or her work and functions and provide services which are at all times in strict conformance with currently approved methods and practices in the relevant Wellness area in a competent, ethical, and professional manner. In addition, the Expert shall comply with all applicable provisions of law and other rules and regulations of any and all governmental authorities related to the licensing and regulation of the relevant Wellness area.

5.4 The Expert will pay to Zupe the Expert Platform Fee immediately upon the receipt of the applicable Expert’s Fee by the Expert from the user or users of the Platforms. The Expert Platform Fee shall be deducted automatically by Zupe.

5.5 The Expert warrants that the Expert has full power and authority to enter into this Agreement and is not bound by any previous agreement which adversely affects this Agreement.

5.6 The Expert confirms that he is and will be the sole owner and originator of the product of his services performed under this Agreement.

5.7 The Expert confirms that the product of his services provided under this Agreement will not infringe the rights of any third party.

5.8 The Expert shall at all times provide his services to the best of his skill and ability and agrees to respond to the public in a timely and professional manner and will not make any response which is offensive, defamatory or might be construed as bringing Zupe into disrepute.

5.9 The Expert agrees to be responsible for his own insurance, and applicable taxes.

5.10 The Expert agrees to attend at such times and locations as may reasonably be requested of the Expert by Zupe in order to promote the Expert’s services on its Platforms.

5.11 The Expert agrees that Zupe may use the Expert’s name, biography, photograph and fair likeness in the promotion and marketing of the Expert’s services under this Agreement to its Platforms.

5.12 At the end of the term of this Agreement the Expert agrees to return and/or deliver to Zupe all material in his possession or control which belongs to Zupe. The Expert shall be entitled to retain a copy for his own personal use or references.

5.13 The Expert acknowledges and agrees that all present and future copyright and any other rights in the Platforms shall be and remain the property of Zupe including any developments or variations subject to any interests of third parties. That the Expert shall not acquire any rights or interest by virtue of this Agreement to any copyright or any other rights in the Platforms. At the end of the Engagement Period the Expert shall execute any document or do anything required by Zupe to confirm or transfer any rights which may be held by the Expert in the Platforms.

5.14 The Expert acknoledges and agrees that the Platforms and their content are the sole property of Zupe, and although the content posted by the Expert is the responsibility of the Expert, Zupe can, at its sole discretion, take down content posted by the Expert for any reasons including, but not limited to, compliance with applicable laws, questions about the accuracy of the content, issues related to the reputation of Zupe, compliance with medical regulations, or any other reason. The decision by Zupe to remove content is final.

5.15 Zupe may, as its own discretion and from time to time, provide guidelines and rules on products and services which cannot be offered on the Platfforms. The Expert agrees to use his or her best efforts to comply promptly with the guidelines and rules provided by Zupe. The Expert agrees and acknoledges that failure to comply with Zupe’s guidelines and rules on banned products and services will result in an immediate suspension of the Expert’s account and access.

5.15 The Expert agrees to follow the guidelines provided by Zupe on the Expert is to fill out his or her profile on the Platforms. Zupe reserves the right to amend the Expert’s profile in order to comply with Zupe’s brand guidelines and style, or for aesthetic reasons.

5.16 The Expert agrees that the entry into force of this Agreement is conditional upon Zupe verifying the credentials (both academic and professional) provided or claimed by the Expert. The Expert agrees to waive any confidentiality right in relation to these credentials and to give Zupe the right to verify with third parties (including but not limited to: universities, professional bodies and former employers) the accuracy of any information provided by the Expert. Such verification can be done through third-parties providing verification services, in which case the Expert agrees to collaborate with the verification service provider. The verification service by the third party (including the communication of personal data) may be governed by separate terms and conditions between the Expert and the third-party verification service, to which Zupe is not a party.

6. TIME OF THE ESSENCE

Both parties agree that all delivery dates, times, and deadlines referred to in this Agreement shall be of the essence unless the parties agree in writing that they may be varied in any instance.

7. INDEMNITY

The Expert undertakes to indemnify Zupe against all liabilities, claim, actions, costs, damages or losses arising out of any breach or alleged breach by the Expert of any of the terms of this Agreement (collectively, the “Zupe Losses”). For the avoidance of doubt, the Zupe Losses shall include those arising from negligence claims.

8. CLAIMS AGAINST THIRD PARTIES

8.1 In the event that circumstances arise which give reasonable cause for action to be taken against any third party by virtue of a breach of either party’s proprietary or intellectual property rights of any kind. The parties shall provide such reasonable assistance to each other, as is required to protect such rights.

8.2 The parties agree that the general principle with regard to any and all costs which may be incurred taking action against a third party, will be that one party shall agree to take the action on behalf of both parties, and shall ensure that any and all money recovered from any third party or parties shall divided equally between Zupe and the Expert after the party taking the action has recovered all of its costs and expenses whether legal fees or otherwise.

9. RIGHTS OF THIRD PARTIES

Any body, corporate or otherwise, which is a not a party to this Agreement, shall have no right to enforce any obligation or right against Zupe or the Expert.

10. CONFIDENTIALITY

10.1 The Expert shall not issue any statement in public or to the media including press, radio or television concerning any confidential business or future plans of Zupe or its Platforms without the prior consent of an authorised officer of Zupe.

10.2 The Expert and Zupe shall not disclose to any third party any confidential business plans or profits of the other party at any time acquired during the existence of this Agreement. No reference is to be made to the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other party on each occasion.

10.3 After the expiry or termination of this Agreement all parties undertake not to make any disclosure to the press, media or publisher, or otherwise put in the public domain events, conversations, documents, financial details, private family or personal details of the other party without the specific consent of that person except professional legal and financial and other advisors.

10.4 During and after your engagement with Zupe, the Expert must not (unless required to do so by law, protected in doing so by a statutory right of protected disclosure or doing so in properly performing your duties under this Agreement):

(a) use any trade secrets or Confidential Information for any purposes other than Zupe’s; or

(b) disclose any trade secrets or Confidential Information to any person

10.5 In order to protect the Group’s legitimate proprietary interests including (but not limited to) its Confidential Information, trade secrets, goodwill, client base and potential client base, the Expert agrees with Zupe (for itself and as a trustee and agent for each Group entity) to be bound by the restrictions set out below.

10.6 The Expert will not, directly or indirectly, without Zupe’s written consent both during and after the engagement and:

(a) for the period of six months immediately following the end of the engagement, solicit or try to solicit the custom of any client or any prospective client of the Group with a view to supplying that client or prospective with services within the Territory; or

(b) for the period of six months immediately following the end of the engagement, enter into employment or engagement with, work for or otherwise supply services to or deal with any client or any prospective client of the Group within the Territory.

For the avoidance of doubt, existing customers of the Expert shall be exempt from and excluded from the foregoing restrictions in clause 10.6 so long as they were customers of the Expert prior to becoming users of the Platforms.

11. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the parties and supersedes all previous agreements, promises and representations made by one party to the other. Any amendment or alteration to this Agreement shall be in writing and signed by a duly authorised representative of both parties.

12. NO PARTNERSHIP OR EMPLOYMENT

This Agreement shall not be deemed to create any partnership or employment relationship between the parties.

13. NOTICES

Any notice given under this Agreement must be in writing in the English Language in legible form. Notice may be sent by any method but it shall not be deemed to have been received unless there is sufficient evidence that it was properly served on Zupe or Expert. For the avoidance of doubt, notice shall be deemed to be served on Expert if such notice is published on the Website or Platforms of Zupe.

14. FORCE MAJEURE

In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of either party for a continuous period of one (1) month then either party may at its discretion terminate this Agreement by notice in writing.

15. TERMINATION OF THE AGREEMENT

15.1 Without prejudice to any rights claim or interest of the Expert, Zupe shall have the right by notice to the Expert to end this Agreement:

15.1.1 if the Expert fails or neglects to perform or observe any term or condition of this Agreement. In any case which is capable of remedy the Expert shall be given the opportunity to do so within ten (10) days of Zupe notifying the Expert.

15.1.2 If the Expert’s content is found by Zupe to be in breach of applicable laws or medical regulations, Zupe has the right to terminate this Agreement with immediate effect.

15.1.3 if the Expert is unable to devote the whole of his attention and ability to performing the services to be provided hereunder for any reason including seriously incapacitating illness or disability.

15.2 Upon the expiry or termination of this Agreement all rights granted to the Zupe in respect of the work done and services rendered and the products thereof shall vest absolutely in Zupe. Provided that the Expert shall pay to the Zupe all and any unpaid sums due to the date of expiry or termination.

16. THIRD PARTY TRANSFER

This Agreement is personal to the contracting parties. Neither party may seek to transfer, charge or make over this Agreement to any third party without the prior written approval of the other party, except to the extent that the benefit and burden of this Agreement shall be binding upon the successors in business and or title to the Owner.

17. LIMITATION OF LIABILITY

Notwithstanding any other provision of this Agreement neither party shall be liable to the other for any indirect or consequential loss or damage.

18. GOVERNING LAW AND JURISDICTION