1. General Information

1.1 Information about Weesper

The Services (as defined below) are provided and operated by Weesper Limited (herein referred to as “Weesper”), a Hong Kong limited liability company, which registered office is located at 9/F 33 Lockhart Road, Wan Chai, Hong Kong, registered with the Hong Kong Companies Registry under identification number 243727.

1.2 Description of the Services

Through the online platform www.weesper.com (the “Platform”), Weesper provides matching services (the “Services”) to (i) employers (the “Employers”), (ii) referrers (the “Referrers” - or “Weesperers” as referred to on the Platform), and (iii) candidates (the “Candidates”); to assist Employers in their recruitment process. Employers, Referrers and Candidates using the Services shall together form Weesper’s community (the “Community”).

To access the Services, Referrers shall create a user account (a “Weesper Account”) and shall exchange by way of messages sent and received through the Platform (“Weesper Messages”). Weesper shall notify the receipt of new Weesper Messages to Referrers on the email address associated with their Weesper Account. Conditions for creating a Weesper Account, exchanging Weesper Messages, and using the Services are further detailed below.

1.3 Terms of Use, Privacy Policy and Charter of Conduct

By creating a Weesper Account and using the Services, and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Platform (the “Content”), Referrers acknowledge and agree to be subject to and bound by the following terms of use (the “Terms of Use”), together with Weesper’s privacy policy (the “Privacy Policy”) and charter of conduct (the “Charter of Conduct”).

Weesper’s Privacy Policy sets out the terms on which Weesper processes any personal data collected from users or that users provide to Weesper. By using the Services, Referrers consent to such data processing and warrant that all data provided is accurate and up-to-date. Referrers understand that through the use of the Services they consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information both within and outside of Hong Kong for storage, processing and use by Weesper. As part of providing the Services, Weesper may need to provide Referrers with certain communications, such as service announcements and administrative messages, which are considered part of the Services and which may not be opted-out. [Please refer to the detail of our Private Policy here].

Weesper’s Charter of Conduct sets out the framework of the general behavior and encouraged best practices expected on the platform. [Please refer to the detail of our “Charter of Conduct” here].

2. Referrers’ Access TO the PLATFORM

2.1 Referrers’ Eligibility

To access the Services through the Platform, Referrers must create a Weesper Account. To create a Weesper Account, Referrers must be a legal entity legally or an individual of at least eighteen (18) years old, capable to enter into legally binding contracts. Besides, Referrers hereby warrant that all registration information submitted is truthful and accurate, that they will maintain the accuracy of such information, and that their use of the Platform and the Services will not violate any Applicable Laws.

2.2 Login and Password

To create a Weesper Account, Referrers are required to choose a login and a password, which will enable accessing the Platform for future use. Referrers are responsible for safeguarding the password that they use to access the Platform and for any activities or actions under their password. Acceptable passwords shall use a combination of upper and lower case letters, numbers and symbols. Referrers must treat such information as confidential. Referrers must not disclose it to any third party. Weesper cannot and will not be liable for any loss or damage arising from Referrers failure to comply with the above.

Referrers hereby acknowledge and agree that Weesper is entitled to disable any password, whether chosen by Referrers or allocated by Weesper, at any time, if in Weesper’s reasonable opinion they have failed to comply with any of the provisions of these Terms of Use.

If Referrers know or suspect that anyone knows their password, they must promptly notify Weesper at hello@weesper.com.

2.3 Referrers’ Profile

To create a Weesper Account, Referrers are required to provide Weesper with detailed information on themselves or their structure. Both professionals (such as independent head hunters and recruitment agencies) and non-professionals (such as managers and executives with particular experience and/or connections in a given industry) can act as Referrers. Among others, Referrers shall provide the following information: jurisdiction, capacity (i.e. professional or non-professional of recruitment), industry, years of experience, specificities of their professional network, number of recruitments they participated in, and any additional information useful to understand their background and legitimacy as Referrer on the Platform (the “Referrer’s Information”). Upon collection of the Referrer’s Information, Weesper shall create a Referrer’s profile (the “Referrer’s Profile”), providing key information on the Referrer, for publication on the Platform and access by Employers and Candidates. [Addresses, e-mail addresses or telephone numbers] (the “Referrer Confidential Information”) shall not appear on the Referrer’s Profile, and shall not be disclosed to third parties without the Referrer prior consent, except to the extent necessary or appropriate to comply with Applicable Laws or in legal proceedings where such information is relevant.

Based on the Referrer’s Information, Weesper reserves the right to refuse onboarding a Referrer whose profile would not fit the Community, and shall notify Referrers within seventy-two hours (72h) from the submission of the Referrer’s Information to Weesper. Such discretionary refusal cannot be challenged by any user.

Weesper will use, store and disclose such information in compliance with the terms of the Privacy Policy. Weesper shall not be responsible for any information, data, content, opinions, advice or statements made available by Referrers while creating their Weesper Account and providing Referrers Information.

2.4 Integration with Social Media Services

Referrers shall be able to link their Weesper Account with third parties’ social media accounts, such as their LinkedIn profile (“Social Media Services”). The integration or inclusion of such feature will not imply any endorsement or recommendation of any particular Social Media Services.

As part of such integration, Social Media Services will provide Weesper with access to certain information that Referrers have provided to such Social Media Services, and Weesper will use, store and disclose such information in compliance with the terms of the Privacy Policy. However, the manner in which Social Media Services use, store and disclose Referrers’ information is governed solely by the policies of such third parties, and Weesper shall have no liability or responsibility for the privacy practices or other actions of any third party website. In addition, Weesper shall not be responsible for any information, data, content, opinions, advice or statements made available in connection with Social Media Services. As such, Weesper shall not be liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Services.

3. Referrers’ Use Of The Services

3.1 Access to Job Offers

Through the Platform, Referrers shall be able to access all job offers (each, a “Job Offer”) published on the Platform by Weesper. Besides, Referrers can refine their selection criteria through their Referrer Profile, in order to access specific categories of Job Offers and to receive a newsletter shortlisting those categories of Job Offers.

Each Job Offer published on the Platform shall specify: (i) the position offered with a detailed list of duties to be performed (the “Job Description”); (ii) the skills, qualification and other criteria required from the Candidates (the “Selection Criteria”); (iii) the duration of the Job Offer, which cannot last more than one (1) month (the “Term”) from the date of its publication on the platform; and (iv) the financial compensation awarded to the Referrer for the recommendation of a Candidate (a) shortlisted for a Job Interview (the “Shortlist Reward”), or (b) successfully hired (the “Successful Candidate”) by the Employer (the “Success Reward”).

For the purpose of these Terms of Use, a “Successful Candidate” means a Candidate hired by the Employer pursuant to his recommendation on the Platform by a Referrer, who remains employed for at least one (1) month from the start of his employment agreement (the “Employment Agreement”).

Referrers shall not be able to access any Job Offer published on the Platform before their approval of Weesper’s Terms of Use, Privacy Policy.

3.2 Sharing of Job Offers

When interested in a Job Offer published on the Platform, Referrers can decide to (i) publicly share that Job Offer with their professional network (through Social Medias Services such as LinkedIn) (a “Public Sharing”); and/or (ii) privately share that Job Offer with potential Candidates on an individual basis (through emails or other forms of private messages) (a “Private Sharing”).

3.3 Candidate Recommendations

If a Candidate expresses its interest in a Job Offer advertised by a Referrer (upon Public or Private Sharing of that Job Offer), that Referrer is strongly encouraged to conduct personalised in depth exchanges with that Candidate, in order to assess whether its profile (the “Candidate Profile” - providing key information on the Candidate) is relevant for that Job Offer (“Preliminary Exchanges”). During the Preliminary Exchanges, the Referrer shall undertake its best efforts to collect quality information, accurate, up-to-date and useful for the Employer, considering the skills and motivations of the Candidate. If these Preliminary Exchanges confirm the accuracy of the Candidate Profile for that Job Offer, the Referrer can submit a recommendation through the Platform (a “Candidate Recommendation”).

Candidate Recommendations shall be new and shall not introduce a Candidate already recommended for this specific Job offer on the Platform (a “Current Candidate”). Recommendations of Current Candidates will be automatically rejected. Besides, Candidate Recommendations submitted by Referrers shall comply with the template of Candidate Recommendation established by Weesper for that purpose (the “Recommendation Template”).

Upon submission of a Candidate Recommendation on the Platform, Weesper will exercise a formal examination of its content before sending it to the Employer. Incomplete Candidate Recommendations or unlawful Candidate Recommendations (which seriously and obviously conflict with any Applicable Laws, especially employment laws and regulations) will be dismissed by Weesper at its sole discretion and will not be sent to the Employer. Referrers will be notified the effective acceptation or rejection of their Candidate Recommendations, by Weesper Message. In the event Weesper objects to the publication of a Candidate Recommendation which does not comply with Weesper’s Terms of Use and/or Charter of Conduct, the Referrer shall be entitled to create a new Candidate Recommendation, to go through the examination process again. Besides, Referrers will be notified by Weesper Messages, all changes made by Employers to their Job Offers and/or Reward(s), in order for Referrers to adapt their Candidate Recommendations accordingly.

Information provided by Referrers in Candidates Recommendations (including information on the said Candidates) shall remain confidential and Weesper shall not use such information for any purpose other than the normal operation of the Platform, for at least one (1) year from the publication of such Candidate Recommendation through the Platform.v

3.4 Notice of Shortlists and Interviews

After receiving Candidate Recommendations through the Platform, the Employer will be able to access and review key information on the Candidate, together with the Referrer’s profile (the “Referrer’s Profile” - providing key information on the Referrer), and the nature of the relationship between that Candidate and Referrer. Candidate Recommendations will provide key information on Candidates but will not grant access to their entire profile. For that purpose, and upon examination of Candidates Recommendations, the Employer shall “Reveal the identity” (a “Shortlist Notification”) one (1) or several Candidate(s) recommended by Referrers through the Platform. Each Shortlist Notification will grant the Employer access to detailed information on the Candidate(s) shortlisted, including their full identity, Curriculum Vitae, LinkedIn profile, and any additional information that Weesper judges useful to provide (the “Candidate’s Profile”).

After examination of Candidates Profiles, the Employer can freely decide to contact one (1) or several Candidate(s) to organize job interviews (each, a “Job Interview”) or ask Weesper to set up the time of an interview between The Employer and The Candidate according to the information The Employers and The Candidates provided to the platform. The Employer shall notify Weesper all Job Interviews conducted with Candidates recommended through the Platform.

Accordingly, Weesper shall notify the Referrers when Candidates recommended through the Platform are Shortlisted and/or Interviewed by Employers when Weesper has an access to this information.

3.5 Notice of Hiring

Upon expiration of a Job Offer, Referrers shall be notified (i) all Shortlist notifications and Job Interviews of Candidates they recommended through the Platform, (ii) the conclusion or absence of conclusion of an Employment Agreement between an Employer and a Candidate they recommended through the Platform, and (ii) the starting date of that Employment Agreement (if any) (the “Starting Date”). Thirty (30) days after the Starting Date, Weesper shall notify that Referrer whether such Employment Agreement is still in force. If yes (i.e. the Employment Agreement is still in force thirty (30) days after the Starting Date - the “Successful Date”), the Candidate shall be deemed a Successful Candidate, and the Referrer who published the Candidate Recommendation on the Platform shall be entitled to receive the Reward specified in the related Job Offer. If not (i.e. the Employment Agreement is terminated within thirty (30) days from the Starting Date), the Referrer who published the Candidate Recommendation on the Platform shall not be entitled to receive the Reward specified in the related Job Offer.

Referrers will not receive any notification when none of the Candidate(s) Recommendation(s) published through the Platform triggered Shortlist Notifications, Job Interviews and/or the conclusion of any Employment Agreement.

3.6 Payment of the Reward and Invoicing

No payment shall be made directly by Employers to Referrers. Instead, payment of the Referrers’ Reward (either a Shortlist Reward and/or a Success Reward) shall be made by Employers to Weesper, through the Platform, for further allocation by Weesper to Referrers. Payment of the Referrer’s Reward (either a Shortlist Reward or a Success Reward) shall be made in Hong Kong dollars, with a current, valid, accepted method of payment (the “Payment Method”), within five (5) days from the date Weesper receives full payment from the Employer of both the Referrer’s Reward and its Services fees (i.e. Weesper’s Commission). At that stage, Weesper will only accept payments by bank transfers. By using the Services, Referrers hereby acknowledge and agree that Weesper might transmit information or obtain information about them from third parties from time to time (including verification checks involving debit or credit card number or credit reports in order to authenticate their identity), to validate their credit card, to obtain an initial credit card authorization, and to protect Referrers and Weesper from any fraud.

In no circumstances shall Weesper be responsible for any advance or payment of a Referrers’ Reward (either a Shortlist Reward and/or a Success Reward) which remains unpaid by the Employer, and Weesper shall only pay Referrers after receiving complete payment by the Employer of the said Referrers’ Reward, and of its Services fees (i.e. Weesper’s Commission).

Subsequently, Weesper shall issue an electronic invoice to the Referrer (the “Referrer Credit Note”), detailing the amount of the Referrer’s Reward.

3.7 Rating of Referrers

Referrers will be rated on the Platform, in order to ensure the quality of the Candidates Recommendations and improve the visibility of efficient Referrers.

In the future, upon the Term of a Job Offer, Employers will be offered the possibility to report their feedback (the “Employer Feedback”) and express their opinion about the Referrers who published Candidates Recommendations. Employers’ Feedback will be expressed either directly to Weesper, or through the template of feedback established by Weesper for that purpose (the “Feedback Template”). Employers’ Feedbacks (if any) will be monitored by Weesper, for the purpose of displaying and/or updating the rating of each Referrer (a “Referrer Rating”) on the Platform. Referrers’ Ratings will depend on the overall Employers’ Feedbacks, the number of Candidates Recommendations sent through the Platform, the number of Shortlisted Candidates and Successful Candidates hired by Employers, the celerity in the exchanges of Weesper Messages through the Platform, the general use of the Platform done by The Referrer, some aspect of the Profile of the Referrer, and any other relevant criteria, all discretionarily assessed and pondered by Weesper. In any case, Referrers’ Ratings shall be the sole responsibility of Weesper, and Referrers shall not be entitled to object to the rating published on the Platform.

3.8 License to use the Services

Weesper gives Referrers a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to them as part of the Services. This license is for the sole purpose of enabling Referrers to use and enjoy the benefit of the Services as provided by Weesper, in the manner permitted by these Terms of Use.

3.9 Virus protection

Weesper does not guarantee that its Services will be secure or free from bugs or viruses. Referrers are responsible for configuring their information technology, computer programs and platform in order to access the Platform. Referrers should use their own virus protection software.

3.10 Prohibited use of the Services

Referrers shall not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Weesper's computer systems, or the technical delivery systems of Weesper's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by us (and only pursuant to those Terms of Use) (scraping the Services without Weesper’s prior consent is expressly prohibited); (iv) forge any transmission control protocol (“TCP”) or internet protocol (“IP”) packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

Weesper will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Referrers’ identity to them. In the event of such a breach, Referrers’ right to use Weesper’s Services will cease immediately.

3.11 Inactive and Deviant Weesper Accounts

Referrers acknowledge and agree that Weesper reserves the right to terminate Weesper Accounts (i) that are inactive for an extended period of time (i.e. more than six (6) months), or (ii) when the behavior of their user disturbs the functioning and/or the quality of the exchanges made through the Platform.

4. Content on the PLATFORM

4.1 Content

Referrers warrant that all information uploaded on the Platform complies with Applicable Laws, and Referrers will be liable to Weesper and indemnify Weesper for any breach of that warranty and will be responsible for any loss or damage Weesper suffers as a result of their breach of that warranty.

Except Referrers’ Confidential Information, any Content Referrers upload on the Platform will be considered non-confidential and non-proprietary, and Weesper has the right to use, copy, distribute and disclose to third parties any such Content for any purpose. Weesper also has the right to disclose Referrers’ identity to any third party who is claiming that any Content uploaded by Referrers on the Platform constitutes a violation of their intellectual property rights, or of their right to privacy. Weesper shall not be responsible, or liable to any third party, for the Content or accuracy of any Content uploaded by Referrers on the Platform (whether directly or through Social Media Services).

Except Referrers’ Confidential Information, any Content Referrers upload on the Platform will be considered non-confidential and non-proprietary, and Weesper has the right to use, copy, distribute and disclose to third parties any such Content for any purpose. Weesper also has the right to disclose Referrers’ identity to any third party who is claiming that any Content uploaded by Referrers on the Platform constitutes a violation of their intellectual property rights, or of their right to privacy. Weesper shall not be responsible, or liable to any third party, for the Content or accuracy of any Content uploaded by Referrers on the Platform (whether directly or through Social Media Services).

Any upload, use or reliance on any Content or materials uploaded on the Platform or obtained by Referrers through the Platform is at their own risk.

4.2 Content copyright policy

Weesper respects the intellectual property rights of others and expects users of the Services to do the same. Weesper will respond to notices of alleged copyright infringement that comply with Applicable Laws. If Referrers believe that their Content has been copied in a way that constitutes copyright infringement, they shall provide Weesper with the following information: (i) identity of the copyright owner or person authorized to act on its behalf, together with a physical or electronic signature of the latter; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to enable Weesper to locate the material; (iv) contact information, including address, telephone number, and email address; (v) a statement by Referrers that they have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or any applicable law; and (vi) a statement that the information in the notification is accurate, and that Referrers are authorized to act on behalf of the copyright owner.

Weesper reserves the right to remove Content alleged to be infringing without prior notice, at its sole discretion, and without liability to Referrers. In appropriate circumstances, Weesper will also terminate any Weesper Account if its user is determined to be a repeat infringer. Weesper’s address for notices of alleged copyright infringement occurring through the use of the Services is hello@weesper.com.

5. Users Rights

Referrers retain their rights to any Content submitted, posted or displayed on or through the Platform. By submitting, posting or displaying Content on or through the Platform, Referrers grant Weesper a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

Referrers agree that this license includes the right for Weesper to provide, promote, and improve the Services and to make Content submitted to or through the Platform available to other companies, organizations or individuals who partner with Weesper for the provision of the Services. Such additional uses by Weesper or other companies, organizations or individuals who partner with Weesper may be made with no compensation paid to Referrers with respect to the Content submitted, posted, transmitted or otherwise made available through the Platform.

Referrers are responsible for their use of the Services, for any Content provided, and for any consequences thereof, including the use of Referrer’s Content by other users and our third party partners. Referrers understand that their Content may be syndicated, broadcast, distributed, or published by Weesper’s partners and if Referrers do not have the right to submit Content for such use, it may subject Referrers to liability. Weesper will not be responsible or liable for any use of Referrers’ Content by Weesper in accordance with these Terms of Use. Referrers represent and warrant that they have all the rights, power and authority necessary to grant the rights granted herein to any Content that they submit.

The above does not apply to Referrers’ Confidential Information, which can only be collected by Weesper for administration purposes, but which shall remain strictly confidential and shall not be published on the Platform without Referrers’ prior consent, except to the extent necessary or appropriate to comply with Applicable Laws or in legal proceedings where such information is relevant.

6. Links

6.1 External links to the Platform

Referrers may link to Weesper’s Platform on their own website (if any), as long as they do so in a way that is fair and legal and does not damage Weesper’s reputation or take advantage of it. Referrers must not establish a link in such a way as to suggest any form of association, approval or endorsement on Weesper’s part where none exists. Referrers shall not establish a link to Weesper’s Services in any website that is not owned by them. Weesper reserves the right to withdraw linking permissions without notice.

6.2 Third parties links and resources on the Platform

The links from the Platform may take Referrers to other sites or services and Referrers acknowledge and agree that Weesper has no responsibility for the accuracy or availability of any information provided by third parties’ services and websites. Links to third parties’ services and websites do not constitute an endorsement by Weesper of such services or websites, or the information, products, advertising or other materials made available by such third parties.

7. Intellectual property rights

All intellectual property rights subsisting in respect of the Services belong to Weesper or have been lawfully licensed to Weesper for use in connection with the Services. All rights under Applicable Laws are hereby reserved. Referrers are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component of the Platform itself or create derivative works with respect thereto, as the Platform is copyrighted under Applicable Laws.

Referrers agree that Weesper can freely use, disclose, adopt and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by Referrers to Weesper (any “Input”) in connection with the Services and/or use of the Services without any payment to Referrers. Referrers hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to Weesper’s use, disclosure, adoption and/or modification of any or all of their Input(s).

8. Limited liability and warranty

Please read this section carefully since it limits the liability of Weesper and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Weesper Entities”). Each of the subsections below only applies up to the maximum extent permitted under Applicable Laws. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply. Nothing in this section is intended to limit any rights Referrers may have which may not be lawfully limited, and in such case, all information therein is for general reference only.

Weesper responsibilities are strictly limited to the Services. Referrers hereby acknowledge and agree that Weesper is not an employment agency nor a party to any Employment Agreement entered into between Candidates and Employers, and that Weesper shall not be responsible for any and all liabilities in that respect.

Referrers access to and use of the Services is at their sole risks and is provided “as is”, “as available”. The Services are for personal use only and Weesper Entities make no representation or warranty of any kind, express or implied, including, without limitation, any warranties on merchantability or fitness for any particular purpose or non-infringement.

The entire liability of Weesper Entities and Referrers’ exclusive remedy with respect to the Services or otherwise, is re-performance of defective Services. In jurisdictions which do not allow the exclusion or limitation of certain types of liability, Weesper Entities’ liability shall be limited to the maximum extent permitted by law. Weesper does not endorse, warrant or guarantee any material, product or service offered through the Platform or the Services.

Weesper Entities shall not guarantee or assume any responsibility that:

(a) The information presented in Weesper’s Services is accurate, adequate, current or reliable, or may be used for any purpose other than for general reference;

(b) The information presented in Weesper’s Services is free of defect, error, omission, virus or anything which may change, erase, add to or damage Referrers’ software, data or equipment;

(c) Weesper Messages sent through the Internet in connection with the Services will be free from interception, corruption, error, delay or loss;

(d) Access to the Services will be available or be uninterrupted;

(e) Use of the Services will achieve any particular result;

(f) Employment Agreements concluded between Employers and Candidates will effectively result in a successful and long-term employment relationship;

(g) Candidates hired by Employers pursuant to Candidates Recommendations through the Platform by Referrers, will meet Employers’ expectations.

Without limiting the generality of the foregoing, in no event will Weesper Entities be liable to Referrers or any other person for any direct, indirect, incidental, special, punitive or consequential loss or damages, including any loss of business or profit, arising out of any use, or inability to use, the information or the Services, even if any of Weesper Entities has been advised of the possibility of such loss or damages.

Referrers will exercise and rely solely on their own skill and judgment in their use and interpretation of the information and use of the Services. Referrers are responsible to ensure that their use of the information and the Services complies with all Applicable Laws.

Without prejudice to the foregoing, if Referrers’ use of the Services does not proceed satisfactorily and/or where applicable Referrers do not receive appropriate responses to such use from Weesper, as set out in these Terms of Use or otherwise, please contact Weesper at hello@weesper.com. No such lack of response shall be deemed to constitute any acquiescence or waiver.

The limitation of liability contained in these Terms of Use shall apply to the fullest extent permitted by Applicable Laws.

9. Non-Enticement

Referrers shall not solicit or entice away, nor attempt to solicit or entice away any Successful Candidate hired by any Employer, through the use of the Services of Weesper, within one (1) year from the Starting Date of the Employment Agreement of that Successful Candidate. Any breach of the above will automatically cause Weesper irremediable damages for which Weesper reserves the right to seek compensation.

10. Indemnity

Referrers agree to defend, indemnify and hold Weesper harmless from and against all liabilities, damages, claims, actions, costs and expenses (including without limitation legal fees), in connection with or arising from their breach of any of these Terms of Use and/or their use of the Platform. Weesper may, if necessary, participate in the defense of any claim or action and any negotiations for settlement. No settlement which may adversely affect Weesper’s rights or obligations shall be made without Weesper’s prior written approval. Weesper reserves the right, at its own expense and on notice to Referrers, to assume exclusive defense and control of any claim or action.

11. Termination

These Terms of Use will continue to apply until terminated by either Referrers or Weesper as follows.

Referrers may close their Weesper Account at any time for any reason and without prior notice by deactivating their Weesper Account and discontinuing their use of the Services. Subsequently, Referrers’ termination will be automatically notified to Weesper, through the Platform.

Weesper may suspend or terminate Referrer’s Weesper Account or cease providing Referrers with all or part of the Services at any time, without prior notice, if Weesper reasonably believes that: (i) Referrers have violated any of the obligations arising from these Terms of Use, or (ii) Referrers create risk or possible legal exposure for Weesper. Weesper will notify Referrers such termination, through the email address associated with their Weesper Account or the next time they attempt to access their Weesper Account.

In all such cases, any provision of these Terms of Use that expressly or by implication is intended to come into or continue in force on or after termination of these Terms of Use shall remain in full force and effect.

Nothing in this section shall affect Weesper’s rights to change, limit or stop the provision of the Services without prior notice, as provided below under Article 13.3.

12. Governing law and jurisdiction

These Terms of Use shall be governed by the laws and regulations of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Applicable Laws”).

Any disagreement regarding the validity, interpretation and/or performance of these Terms of Use shall be settled through friendly consultations between the parties, starting immediately after the most diligent party has delivered to the other party a written request for such consultation (a “Consultation Request”).

If no amicable agreement can be reached within thirty (30) days from the Consultation Request, the dispute shall, upon request of the most diligent party, be submitted to the competent jurisdictions in Hong Kong.

13. General

13.1 Several users

If there are two (2) or more persons adhering to these Terms of Use, their liability under the Terms of Use is joint and several, and their rights are joint.

13.2 Changes of the Terms of Use

Weesper reserves the right, at any time, at its sole discretion and without prior notice, to change or otherwise modify the Terms of Use, and Referrers’ continued access or use of the Services signifies their acceptance of the updated or modified Terms of Use.

13.3 Changes of the Services

The Services that Weesper provides are always evolving and the form and nature of the Services Weesper provides may change from time to time without prior notice. In addition, Weesper may stop (permanently or temporarily) providing the Services (or any features within the Services) to Referrers or to users generally and not be able to provide prior notice. Weesper also retain the right to create limits on use and storage at its sole discretion at any time and without prior notice.

13.4 Severance

The illegality, invalidity or unenforceability of any provision of these Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.

13.5 Waiver

No failure or delay by Referrers or Weesper (as the case may be) to exercise any right or remedy provided under these Terms of Use or Applicable Laws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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