AdventoTerms of Service
1. Definitions and Interpretation
1.1. These Terms of Service ("Terms") constitute a legally binding agreement between AdVenture Assets Limited, a company incorporated under the laws of Hong Kong, with its registered office at Unit 1009, 10th Floor, Hung Hom Commercial Centre, Tower B, 37 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong (hereinafter the "Company" or "We"), and any individual or legal entity that accesses, engages, or utilizes the Company's Services (hereinafter the "Client"). These Terms govern the provision of advertising, traffic acquisition, and related digital services on a global basis, including cross-border activities involving the European Union, the United States of America, and other jurisdictions, unless expressly superseded by a duly executed written agreement, including but not limited to an Insertion Order or Master Service Agreement. The Company operates as an independent service provider and may, at its sole discretion, engage independent contractors or third-party service providers strictly for the execution of Services. The Company executes advertising campaigns and user acquisition activities on behalf of the Client. The Client acknowledges and agrees that the structure, allocation, and execution of Services may involve multiple parties, without creating any direct contractual relationship between the Client and such third parties, including, without limitation, entities engaged in joint execution, co-managed campaign delivery, or cooperative service arrangements.
PLEASE READ THESE TERMS, THE PRIVACY POLICY, COOKIE POLICY AND ALL OF THE FOLLOWING TERMS AND CONDITIONS INCLUDING THE SPECIAL CONDITIONS BEFORE USING OUR SERVICES. BY CONTINUING TO ACCESS OR USE OUR SERVICES, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. We reserve the right to amend, remove, or add to these Terms and Conditions at any time. Please check the "Last modified" heading at the top of this document to see when the Terms and Conditions were last updated. Any changes to the Terms and Conditions will become effective when we post the revised Terms and Conditions. Your use of the Services, or your provision of personal information following any changes means that you accept the updated Terms and Conditions. If, at any time, you do not wish to accept the Terms and Conditions, you may not use our Services. Any terms and conditions proposed by you which are in addition to, or which conflict with these Terms and Conditions are expressly rejected by the Company and will have no force or effect.
1.2. The term "Services" shall include, without limitation, any activities performed by or on behalf of the Company in connection with digital advertising, traffic sourcing, campaign execution, and performance optimization. This includes, but is not limited to: (a) provision of advertising traffic, audience acquisition, and media buying services, whether directly or via third-party sources; (b) access to advertising inventory, demand sources, and advertising platforms and media channels; (c) campaign setup, moderation, deployment, optimization, and reporting; (d) provision of creative services, including production and adaptation of advertising materials; (e) technical integration, tracking, analytics, and performance measurement; (f) engagement of subcontractors or other third-party service providers strictly for campaign execution purposes. The Company does not guarantee the use of any specific traffic source, platform, or execution method and reserves the right to determine, modify, or substitute the method of service delivery at its sole discretion. All Services are provided on a best-effort, "as-is" and "as-available" basis, and may be subject to changes resulting from platform policies, market conditions, regulatory requirements, or third-party actions. The Company provides Services strictly in the form of campaign execution and user acquisition (media buying) and does not operate as an affiliate network, marketplace, or traffic brokerage platform.
1.3. These Terms shall apply to all transactions and cooperation between the Parties, unless specifically superseded by a written and duly executed Master Service Agreement or Insertion Order.
1.4. References herein to "Platforms" include, but are not limited to, Meta, Google Ads, TikTok, Snapchat, and any other third-party platforms used in connection with the advertising Services provided.
2. Engagement and Performance of Services
2.1. The Company shall provide the Services using commercially reasonable efforts, industry-standard practices, and technical expertise. The Client acknowledges that the nature of digital advertising and traffic acquisition involves variable and dynamic conditions, including but not limited to platform policies, auction environments, user behavior, and third-party dependencies.
2.2. All Services are provided on a non-exclusive, best-effort, "as-is" and "as-available" basis. The Company does not guarantee any specific results, including but not limited to traffic volumes, impressions, conversions, approval rates, return on investment, or campaign performance metrics.
2.3. The Company reserves the sole and absolute discretion to determine the manner, method, and means of Service delivery, including but not limited to: (a) selection and allocation of traffic sources and media buying channels; (b) engagement of third-party contractors or service providers; (c) structuring, routing, and optimization of campaigns across different platforms or traffic environments; (d) modification, suspension, or substitution of any traffic source, campaign element, or execution method. The Company shall have no obligation to disclose the identity of traffic sources, contractors, or third-party service providers involved in the performance of Services.
2.4. The Client acknowledges that the Company does not own, control, or operate third-party platforms, traffic sources, and shall not be liable for: (a) actions, omissions, or performance of such third parties; (b) invalid traffic, fraudulent users, or malicious activity not directly caused by the Company's intentional misconduct; (c) platform-level restrictions, account suspensions, disapprovals, or algorithmic changes; (d) discrepancies in tracking, reporting, or attribution between different systems.
2.5. The Company may, at its discretion, execute campaigns independently or with the support of third-party service providers engaged for technical or operational execution. Such cooperation shall not create any agency, partnership, joint venture, or fiduciary relationship between the Client and any third party. The Company does not operate as a marketplace or intermediary between the Client and independent traffic providers, but performs campaign execution as a unified service provider.
2.6. The Company shall have the right to modify, pause, or terminate any campaign or Service at any time where reasonably necessary for operational, technical, compliance, legal, or risk management reasons, including but not limited to suspected fraud, policy violations, or regulatory concerns.
2.7. No information or communication, whether oral or written, shall be deemed to create any warranty or guarantee unless expressly set forth in a written agreement signed by both Parties.
3. Client's Obligations and Platform Compliance
3.1. The Client represents, warrants, and undertakes that all advertising materials, campaigns, products, and services promoted through the Company are fully compliant with: (a) all applicable laws and regulations in each target jurisdiction, including but not limited to consumer protection, advertising, gambling, financial promotion, and data protection laws; (b) all applicable advertising platform policies, guidelines, and community standards; (c) all applicable data privacy and protection frameworks, including but not limited to GDPR, CCPA, and similar regulations.
3.2. The Client shall be solely responsible for the legality, accuracy, and compliance of: (a) all advertising content, creatives, landing pages, domains, and funnels; (b) the nature of the advertised products or services; (c) any claims, representations, or disclosures made to end users; (d) the collection, processing, and use of user data.
3.3. The Client shall not, directly or indirectly: (a) promote or distribute unlawful, misleading, fraudulent, or deceptive content; (b) engage in practices that may be qualified as scam, unfair commercial practice, or regulatory evasion; (c) use unauthorized intellectual property, personal data, or third-party materials; (d) operate in restricted or regulated verticals without all required licenses, permits, or approvals.
3.4. The Company shall have the right, at its sole discretion, to reject, suspend, or terminate any campaign or Client account where: (a) there is actual or suspected violation of applicable laws or platform policies; (b) the campaign poses reputational, financial, or regulatory risk; (c) a complaint, claim, or inquiry is received from a third party, platform, or authority; (d) the Company reasonably believes the Client's activities may result in enforcement action or liability exposure.
3.5. The Client shall promptly provide, upon request, all documentation reasonably required to verify compliance, including but not limited to: (a) licenses, permits, or regulatory approvals; (b) proof of ownership or authorization for domains, content, or intellectual property; (c) data protection and consent mechanisms; (d) advertiser identity and corporate documentation. Failure to provide such documentation may result in immediate suspension or termination of Services without liability to the Company.
3.6. The Client shall fully indemnify, defend, and hold harmless the Company, its directors, officers, employees, contractors and service providers from and against any and all claims, damages, losses, liabilities, regulatory actions, fines, penalties, costs, and expenses (including legal fees) arising out of or related to: (a) breach of these Terms; (b) violation of applicable laws or platform policies; (c) misleading, unlawful, or non-compliant advertising; (d) infringement of intellectual property or third-party rights; (e) data protection violations or unauthorized use of personal data.
3.7. The Client acknowledges that the Company does not provide legal, regulatory, or compliance advice, and that any recommendations or guidance provided by the Company are operational in nature and shall not be relied upon as legal counsel.
4. Payment Terms, Fund Allocation, and Financial Structure
4.1. Unless otherwise agreed in writing, all Services shall be provided on a prepayment basis. The Client shall deposit funds in advance, and such funds shall be used for the execution of advertising campaigns, traffic acquisition, and related Services.
4.2. The Client acknowledges and agrees that all funds paid to the Company shall be treated as operational funds and not as segregated, escrowed, or trust funds. The Company shall have full discretion to allocate, distribute, and utilize such funds for the purposes of Service delivery.
4.3. The Company may allocate Client funds to third parties, including but not limited to: (a) advertising platforms, media buying channels, independent contractors and service providers involved in campaign execution; (b) technical service providers, tracking systems, and infrastructure providers, including entities engaged in cooperative execution or joint campaign delivery.
4.4. The Client expressly acknowledges that the Company may incur costs, make advance payments, or commit funds to third parties in connection with campaign execution, and such expenditures shall be deemed authorized and non-refundable once incurred.
4.5. Services may only be provided on a deferred payment basis where explicitly agreed in writing in advance, and such arrangements shall not be construed as a credit facility or ongoing financing arrangement.
4.6. The Company reserves the right to suspend Services, subject to Clause 8 in the event of: (a) failure to maintain sufficient prepaid balance; (b) delay or default in payment; (c) chargeback, reversal, or payment dispute initiated by the Client.
4.7. Any chargeback, payment reversal, or unauthorized dispute initiated by the Client shall constitute a material breach of these Terms. In such cases, the Company shall have the right to: (a) immediately suspend all Services; (b) recover all outstanding amounts; (c) apply additional administrative, legal, and recovery costs; (d) permanently terminate the Client relationship.
4.8. The Company may accept payments in various methods, including bank transfer and cryptocurrency. Where cryptocurrency payments are used: (a) payments shall be deemed received only upon confirmed settlement on the relevant blockchain; (b) the Company may apply a surcharge of up to one percent (1%) of the transaction amount; (c) the Company may convert such payments into fiat currency for operational purposes; (d) all third-party fees, including blockchain fees, exchange fees, and conversion costs, shall be borne by the Client.
4.9. The Client acknowledges that pricing, costs, and campaign economics may be affected by third-party fees, platform charges, currency fluctuations, and market conditions, and the Company shall not be liable for any resulting discrepancies.
4.10. Unless otherwise expressly agreed in writing, all payments made to the Company are non-refundable, including but not limited to: (a) funds allocated to active or completed campaigns; (b) amounts committed to third-party suppliers; (c) costs incurred in preparation, setup, or execution of Services.
4.11. The Company shall have the right to offset any amounts owed by the Client against any available balance, deposit, or funds held on account.
4.12. The Company's internal tracking, reporting, and accounting systems shall serve as the primary basis for billing and financial reconciliation, unless the Client demonstrates a material technical error subject to Clause 5 hereof.
4.13. The Parties may agree on different commercial models, including but not limited to: (a) payment per action, conversion, or agreed performance metric; (b) percentage-based campaign management fee calculated as a share of advertising budget; (c) fixed setup fee for campaign launch and configuration; (d) recurring retainer fee for ongoing campaign management and optimization. Such fees may be structured on a prepayment or agreed deferred settlement basis.
5. Traffic Quality, Validation, and Adjustments
5.1. The Company shall use commercially reasonable efforts to source and deliver advertising traffic in accordance with campaign parameters; however, the Client acknowledges that traffic acquisition involves third-party environments and external factors beyond the Company's direct control.
5.2. All traffic, leads, conversions, or other billable events shall be deemed valid and billable based on the Company's internal tracking, analytics, and reporting systems, which shall serve as the primary and controlling source for measurement and billing.
5.3. The Company does not guarantee the absence of invalid traffic, fraudulent users, bots, or malicious activity, and shall not be liable for such occurrences unless directly caused by the Company's proven intentional misconduct.
5.4. The Company reserves the right, at its sole discretion, to: (a) assess, filter, and classify traffic quality; (b) invalidate, exclude, or reclassify traffic, leads, or conversions; (c) adjust campaign metrics, reports, or billing data for traffic deemed invalid, non-compliant, or suspicious.
5.5. Any determination made by the Company regarding traffic quality, validity, or billing adjustments shall be final and binding, unless the Client provides clear and verifiable technical evidence of a material error within ten (10) calendar days from the date of the relevant report or invoice.
5.6. The Client acknowledges that discrepancies between different tracking systems, including but not limited to Client-side tracking, third-party trackers, or platform analytics, may occur due to technical differences, attribution models, latency, or filtering methodologies. In such cases, the Company's data shall prevail unless a material technical error is demonstrated.
5.7. The Company shall not be responsible for: (a) chargebacks, payment processor reversals, or end-user disputes; (b) fraudulent actions of third parties or traffic sources not directly controlled by the Company; (c) differences in performance metrics arising from platform-level attribution or reporting; (d) downstream conversion quality, user behavior, or monetization outcomes.
5.8. The Company may, at its discretion, investigate traffic quality concerns; however, the Company shall not be obligated to disclose its fraud detection methods, internal systems, traffic sources, or proprietary analytics.
5.9. The Client shall not be entitled to any refund or compensation for traffic that has been delivered, processed, or billed, except in cases where the Company expressly confirms a material technical error.
5.10. In the event of suspected fraud, abuse, or abnormal activity, the Company reserves the right to: (a) immediately suspend or restrict campaigns; (b) conduct internal or third-party investigations; (c) apply financial adjustments, including withholding of funds; (d) terminate the Client relationship if necessary.
6. Deposit Retention, Reserve, and Risk Mitigation
6.1. The Company reserves the right, at its sole discretion, to retain, withhold, or allocate a portion of any funds deposited or payable by the Client (the "Reserve") where reasonably necessary to mitigate financial, operational, or compliance risks.
6.2. Such Reserve may be applied in circumstances including, but not limited to: (a) suspected or confirmed fraudulent, invalid, or non-compliant traffic; (b) violation of applicable laws, platform policies, or these Terms; (c) chargebacks, payment reversals, or disputes initiated by the Client or end users; (d) third-party claims, enforcement actions, or regulatory inquiries; (e) discrepancies in campaign performance, tracking, or reporting; (f) exposure to financial risk arising from third-party contractors or third-party service providers engaged in campaign execution.
6.3. The amount of the Reserve may be up to one hundred percent (100%) of the Client's available balance, depending on the nature and severity of the identified risk.
6.4. The Reserve may be maintained for a period reasonably necessary to investigate, resolve, or mitigate the relevant risk, including but not limited to: (a) completion of internal or external investigations; (b) expiration of applicable chargeback or dispute windows; (c) resolution of third-party claims or platform actions; (d) settlement of outstanding obligations to third-party suppliers.
6.5. The Company shall have the right to apply the Reserve toward any losses, costs, or liabilities incurred in connection with the Client's activities, including but not limited to: (a) payments to contractors or service providers; (b) platform penalties, clawbacks, or reimbursement obligations; (c) fraud mitigation, technical remediation, or compliance costs; (d) legal fees, administrative costs, and enforcement expenses.
6.6. Any remaining balance of the Reserve, if applicable, may be released to the Client at the Company's discretion once the relevant risks have been resolved.
6.7. The Client acknowledges and agrees that the establishment and application of the Reserve is a necessary and reasonable measure to protect the Company's business operations, partners, and infrastructure, and shall not constitute a breach of these Terms or give rise to any claim against the Company.
6.8. The Company shall not be obligated to provide detailed disclosure of internal assessments, third-party findings, or risk evaluation methodologies related to the Reserve.
7. Late Payment, Interest, and Remedies
7.1. If any invoice issued by the Company remains unpaid beyond its due date, the Client shall incur default interest at a rate of 2% per week, cumulative but capped at 8% per month, unless otherwise agreed in writing.
7.2. The Company shall have the right to (a) suspend campaign access; (b) retain assets, credentials, or performance data; (c) disable Client dashboards or accounts; or (d) impose additional service reinstatement fees in case of persistent non-payment.
7.3. All costs incurred by the Company in connection with the enforcement of overdue payments including legal fees, debt collection charges, and administrative processing fees shall be recoverable in full from the Client.
7.4. Partial payments made after default shall first be applied toward late fees, then accrued interest, and only then toward the principal debt.
8. Service Suspension, Disconnection, and Termination Rights
8.1. The Company reserves the right, at its sole discretion and without prior notice, to suspend, restrict, or terminate any Services, campaigns, account access, or cooperation with the Client in whole or in part where reasonably necessary for operational, financial, compliance, or risk management reasons.
8.2. Such actions may be taken in circumstances including, but not limited to: (a) failure to make timely payments or maintain sufficient account balance; (b) breach of these Terms or any applicable agreement; (c) suspected or confirmed fraud, invalid traffic, or abusive activity; (d) violation of applicable laws, platform policies, or regulatory requirements; (e) receipt of complaints, claims, or enforcement actions from third parties, platforms, or authorities; (f) chargebacks, payment disputes, or financial risk exposure; (g) failure to provide requested compliance or verification documentation.
8.3. The Company shall have the right to immediately: (a) pause or terminate active campaigns; (b) block or disable access to dashboards, accounts, or reporting systems; (c) retain any remaining funds in accordance with Clause 6 (Reserve and Risk Mitigation); (d) refuse further provision of Services to the Client, including entities engaged in joint execution or cooperative campaign delivery.
8.4. Suspension or termination under this Clause shall not: (a) relieve the Client of any payment obligations; (b) entitle the Client to any refund, compensation, or damages; (c) limit the Company's right to recover outstanding amounts or apply financial remedies.
8.5. The Company may, at its sole discretion, reinstate Services subject to conditions it deems appropriate, including but not limited to: (a) full settlement of outstanding amounts; (b) provision of compliance documentation; (c) written assurances or undertakings from the Client.
8.6. Either Party may terminate ongoing cooperation for convenience upon written notice, provided that such termination shall not affect: (a) any accrued payment obligations; (b) any rights or remedies arising prior to termination; (c) any clauses intended to survive termination, including but not limited to liability, indemnification, and payment provisions.
8.7. The Company shall not be liable for any losses, damages, or business interruption resulting from suspension or termination carried out in accordance with these Terms.
9. Confidentiality and Data Handling
9.1. Both Parties agree to treat all non-public business, technical, strategic, financial, and legal information shared under or in connection with this Agreement as strictly confidential.
9.2. This includes (without limitation) ad account structures, platform credentials, proprietary optimization methods, campaign creatives, bidding logic, Client KPIs, and pricing structures.
9.3. Confidential information shall not be shared with third parties except (a) to the extent required by law or court order; (b) to professional advisors bound by confidentiality obligations; (c) to subcontractors or service providers under similar NDAs strictly for performance of the Services.
9.4. The Company may use anonymized, aggregated performance metrics (e.g. CTRs, CPA benchmarks, vertical insights) for internal reporting, academic studies, commercial whitepapers, and public presentations, provided no specific Client can be identified.
9.5. These confidentiality obligations shall survive the expiration or termination of this Agreement for a minimum of five (5) years, unless a longer period is required by law.
10. Intellectual Property Rights and Content Licensing
10.1. All materials created by the Company including ad creatives, code, copy, wireframes, performance dashboards, and strategic blueprints shall remain the sole intellectual property of the Company until fully paid for and released under a specific license.
10.2. Upon full payment, the Client is granted a limited, non-exclusive, revocable license to use the delivered materials strictly within the scope and purpose of the advertising campaigns for which they were developed.
10.3. The Client may not (a) modify, reverse-engineer, or resell the materials; (b) reuse the materials in a different context without Company's written consent; (c) claim authorship or copyright; or (d) allow third parties to access or exploit the materials.
10.4. The Company reserves the right to withdraw usage permissions in the event of non-payment, IP misuse, or breach of these Terms.
10.5. Any violation of this clause may trigger legal action, cease-and-desist enforcement, or takedown requests submitted to third-party platforms under copyright frameworks including the EU Digital Services Act or US DMCA procedures.
11. Use of Client Assets and Responsibility for Provided Data, Accounts, and Digital Assets
11.1. In the event that the Client provides the Company with access to ad accounts, domains, databases, brand assets, tracking tools (e.g. pixels, UTM schemes), or third-party licenses ("Client Resources"), the Client affirms and warrants that it has full legal authority to grant such access and use.
11.2. The Client is solely responsible for ensuring that the use of such resources does not infringe third-party rights, breach platform policies, or violate any applicable law in any relevant jurisdiction.
11.3. The Company shall not be held liable for any unauthorized use, regulatory inquiry, IP claim, enforcement action, or contractual breach stemming from the use of Client Resources. The Client agrees to fully indemnify the Company for any resulting liabilities.
11.4. Upon request, the Client shall provide supporting documentation (e.g. domain WHOIS record, license assignment, partner consent) to demonstrate ownership or valid authorization.
12. Non-Solicitation and Poaching Prohibition
12.1. The Client agrees that during the term of cooperation with the Company and for a period of twelve (12) months following its termination, it shall not, directly or indirectly: (a) solicit, approach, offer employment to, or engage (in any capacity) any current or former employee, consultant, or contractor of the Company; or (b) bypass, circumvent, or attempt to establish direct or indirect business relationships with any contractors or service providers engaged by the Company in connection with the Services.
12.2. This restriction shall apply to any person or entity: (a) introduced to the Client directly or indirectly through the Company; (b) involved in the execution, delivery, or support of the Client's campaigns; (c) whose identity becomes known to the Client as a result of the cooperation, whether disclosed intentionally or otherwise.
12.3. The Client shall not use any information obtained through the Company, including but not limited to campaign data, traffic patterns, source identifiers, or operational insights, for the purpose of bypassing the Company or replicating its service structure.
12.4. In the event of a breach of this Clause, the Client shall pay to the Company, as liquidated damages (and not as a penalty), an amount equal to: (a) the total fees paid by the Client to the Company during the six (6) months preceding the breach; or (b) the total value of business conducted or attempted to be conducted in violation of this Clause, whichever is higher.
12.5. The Client acknowledges that the restrictions set forth in this Clause are reasonable, necessary to protect the legitimate business interests of the Company, and proportionate in scope and duration.
12.6. The Company shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy in addition to monetary damages in the event of breach or threatened breach of this Clause.
13. Publicity and Use of Results
13.1. The Company may, with prior written approval from the Client, feature anonymized references to the Client's campaigns in marketing materials, case studies, white papers, or public presentations.
13.2. Any such reference shall exclude personally identifiable data, sensitive business strategies, or client branding unless otherwise agreed in writing.
13.3. The Client may revoke such consent at any time with written notice. Upon revocation, the Company shall remove or cease new distribution of affected materials within a commercially reasonable timeframe.
14. Force Majeure and Platform Intervention
14.1. Neither Party shall be held liable for failure to perform or delay in performance of any obligation under this Agreement if such failure or delay is due to events beyond that Party's reasonable control, including but not limited to: (a) war, riots, state-imposed restrictions; (b) acts of God, pandemic or epidemic; (c) cyberattacks or technical infrastructure collapse; (d) interruptions, changes, or restrictions imposed by advertising platforms; (e) regulatory intervention or policy changes that materially affect campaign operations.
14.2. In the case of a Force Majeure event, the affected Party shall promptly notify the other and shall be excused from further performance for the duration of the event. If such an event continues beyond thirty (30) days, either Party may terminate the Agreement upon written notice.
14.3. The Company shall not be responsible for any delay, suspension, or loss caused by platform-imposed outages, API limitations, algorithm changes, account audits, or forced ad system updates.
15. Limitation of Liability
15.1. To the maximum extent permitted under applicable law, the total aggregate liability of the Company arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total amount of fees actually paid by the Client to the Company during the thirty (30) days immediately preceding the event giving rise to the claim.
15.2. Under no circumstances shall the Company be liable for any: (a) indirect, incidental, consequential, special, or punitive damages; (b) loss of profits, revenue, business opportunities, or anticipated savings; (c) business interruption, reputational harm, or loss of data; (d) decisions made by the Client based on campaign performance, traffic quality, or optimization recommendations.
15.3. The Company shall not be liable for any claims, losses, or damages arising out of or related to: (a) traffic quality, invalid traffic, fraudulent users, or actions of third parties; (b) performance of third-party platforms, advertising systems, or service providers not directly controlled by the Company; (c) discrepancies in tracking, reporting, attribution, or analytics; (d) platform actions, including but not limited to account suspensions, ad disapprovals, algorithm changes, or policy enforcement; (e) regulatory actions, investigations, or enforcement measures affecting the Client's campaigns or business.
15.4. The Client acknowledges that the Company does not control third-party platforms, traffic sources, or contractors, and that all Services are inherently subject to external risks and uncertainties.
15.5. The limitations and exclusions set forth in this Clause shall apply regardless of the form of action and even if the Company has been advised of the possibility of such damages.
15.6. Nothing in these Terms shall exclude or limit liability where such limitation is not permitted under applicable law; however, in such cases, liability shall be limited to the maximum extent permitted.
15.7. The Client acknowledges and agrees that the pricing and commercial terms of the Services reflect the allocation of risk set forth in these Terms, and that the Company would not provide the Services without such limitations of liability.
16. Governing Law and Jurisdiction
16.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of laws principles.
16.2. The Parties agree that the courts of Hong Kong shall have exclusive jurisdiction over any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination.
16.3. The Client acknowledges that Services may have transnational elements, and agrees to submit to the specified jurisdiction for any dispute, regardless of its country of incorporation or location of service delivery.
17. Dispute Resolution and Good-Faith Process
17.1. Before initiating legal action, either Party shall notify the other in writing of the dispute and allow a period of fifteen (15) business days for informal resolution via negotiation or escalation.
17.2. If the Parties are unable to reach agreement within the good-faith resolution period, either Party may pursue formal legal remedies in accordance with Clause 16.
17.3. Nothing in this section shall prevent a Party from seeking interim injunctive relief or urgent court orders to prevent irreparable harm.
18. Notices and Communications
18.1. All notices, demands, or formal communications required under this Agreement shall be in writing and delivered to the contact details provided in the Insertion Order, or as updated by either Party via written notice.
18.2. Notices may be delivered (a) by personal service (deemed delivered upon receipt), (b) by registered courier with proof of delivery, (c) by email with read confirmation or delivery acknowledgment.
18.3. Operational notices (e.g., billing reminders, platform updates) may be sent via secure dashboard or authorized email address.
19. Severability
19.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or competent authority, the remainder of this Agreement shall remain in full force and effect.
19.2. The Parties shall use best efforts to substitute any invalid or unenforceable clause with a valid provision that reflects, as closely as possible, the original intent and economic effect of the clause.
20. Entire Agreement and Updates
20.1. The Terms, being this Agreement, together with any applicable Insertion Orders, Appendices, or Data Processing Agreements, constitute the entire agreement between the Parties and supersede all prior oral or written agreements relating to the subject matter herein.
20.2. The Company reserves the right to update these Terms periodically. Any material change shall be communicated in writing or via platform dashboard and shall become effective thirty (30) days after such notice.
20.3. Continued use of the Services by the Client after the effective date of updated Terms shall constitute acceptance of the revised terms and conditions.