InstoreCX — Terms of Use for Merchants

Version [1.0] | Effective Date: [Jul 29, 2026]

Applicable Jurisdiction: Hong Kong Special Administrative Region (“Hong Kong”)

These Terms of Use ("T&C") constitute a legally binding agreement between Cherish Media Company Limited ("we", "us", or "our"), a company incorporated in Hong Kong, and each Merchant (as defined below), governing the relevant Merchant’s access to and use of the Merchant Platform through their authorised personnel (“Authorized Personnel”, and together with the Merchant, “you”). By clicking "I Agree", completing registration, or accessing or using the Merchant Platform, you confirm that you have read, understood, and agree to be bound by these T&Cs in their entirety. If you do not agree to these T&Cs, you should immediately cease to access or use the Merchant Platform.

*Cherish Media Company Limited is a member of the Cherrypicks Group, a subsidiary of Cherrypicks International Holdings Limited.

Article 1 — Definitions

For the purposes of these T&Cs, the following terms shall have the meanings assigned to them below.

Article 2 — The InstoreCX Standard and Brand Philosophy

2.1 Seamless Physical-Digital Synergies. Merchants may use the Merchant Platform to create seamless synergies between their physical boutiques and digital touchpoints. The Platform is designed to preserve the aura of the InstoreCX brand and our partner brands while enabling personalised client journeys that deepen desirability and emotional connection.

2.2 Brand Aura Preservation. Merchants acknowledge that the controlled distribution of Goods via the Platform is fundamental to preserving brand desirability. You agree not to engage in any conduct on the Merchant Platform that would dilute, damage, or compromise the InstoreCX brand’s aura, exclusivity, or signature, and we reserve the right to take appropriate action in response to any such conduct.

Article 3 — Merchant Eligibility, Onboarding and Account Registration

3.1 Eligibility. The Merchant Platform is made available to Merchants that: (a) are duly incorporated or registered under applicable law; (b) hold all necessary licences and permits required to sell the Goods the Merchant intends to list; (c) have been approved by us following the completion of the onboarding process; and (d) have agreed to these T&Cs and the Subscription Service Agreement.

3.2 Onboarding Process. In order for Merchants to access and use the Merchant Platform, Merchants must complete our onboarding process, which includes brand verification, product authentication review, and compliance checks. We reserve the right to approve or reject any registration application at our sole discretion.

3.3 Account Registration. To access and use the Merchant Platform, the Authorized Personnel must register for a Merchant Account. At the time the Merchant Account is registered and opened, you must choose a name to identify yourself to InstoreCX through the Platform (the "Merchant Name"). You are strictly prohibited from selecting or using a Merchant Name that: (i) uses the trade name, corporate name, legal entity name, or brand identity of another business, person, or organization in a manner that misleads, deceives, or creates confusion among third parties (including Members or any end users) regarding your true identity or affiliation; (ii) violates, infringes, or misappropriates any third party’s trademark, service mark, copyright, trade secret, or other proprietary right; (iii) implies, directly or indirectly, that you are an employee, agent, representative, partner, or affiliate of us, or that your goods/services are sponsored or endorsed by us; or (iv) is determined by us, in our sole discretion, to be vulgar, offensive, deceptive, unlawful, or otherwise inappropriate. We reserve the right to immediately suspend, change, or terminate any Merchant Name that violates this section, or require you to select an alternative, non-infringing Merchant Name. You have sole liability for all activities conducted through your Merchant Account or under your Merchant Name. The Authorized Personnel agrees to: (a) provide accurate, current, and complete information during registration and to update such information promptly if it changes; (b) designate one or more authorised administrators for the Merchant Account; (c) maintain the security and confidentiality of all account credentials, including passwords and access tokens; (d) be solely responsible for all activities that occur under the Merchant Account and the Merchant Platform, whether or not authorised by such Authorized Personnel; and (e) notify us immediately at support@InstoreCX.com upon becoming aware of any unauthorised access to or use of the Merchant Account. We reserve the right to verify the Authorized Personnel’s identity and the legitimacy of the Merchant’s brand before granting or allowing your continued access to and use of the Merchant Platform. The Merchant shall, upon our request, promptly provide all documents and information reasonably necessary for such verification, including but not limited to business registration certificates, proof of identity of the Authorized Personnel, board resolutions or other authorisation documents, trademark registrations or brand ownership evidence, and any applicable licences or permits. Failure to provide the requested documents within the timeframe specified by us may result in the suspension or termination of the Merchant Account, without liability on our part.

3.4 Authorization. The Authorized Personnel warrants that: (a) they are duly authorised to represent, act on behalf of, and legally bind the Merchant in all matters relating to the Merchant Account and the Merchant Platform, including entering into these Terms and Conditions; (b) the Merchant is a legally registered entity in Hong Kong or another recognised jurisdiction; (c) they have obtained all necessary internal approvals (including, where applicable, board resolutions or equivalent corporate authorisations) to bind the Merchant to these T&Cs; (d) the Merchant holds all necessary licences and permits required to sell the Goods the Merchant intends to list; and (e) they are at least eighteen (18) years of age and possesses full legal capacity to enter into binding contractual obligations.

3.5 Prohibition of Multiple Accounts. The Merchant shall not, whether directly or indirectly, register, create, operate, or maintain more than one Merchant Account for the same Merchant, brand, or legal entity, whether under the same or different names, email addresses, business identities, or Authorized Personnel, without our prior written consent. We reserve the right, at our sole and absolute discretion and without prior notice or liability, to decline any registration, suspend, restrict, merge, or deregister any Merchant Account that we reasonably suspect to be a duplicate, fraudulent, or established in circumvention of this Clause or any other provision of these T&Cs. Any attempt to circumvent this restriction, including through the use of aliases, affiliates, related entities, or nominees, shall constitute a material breach of these T&Cs and may result in the immediate termination of all associated Merchant Accounts, without prejudice to any other rights or remedies available to us at law or in equity.

Article 4 — Merchant Content and Listing Standards

4.1 Merchant Content Standards. By uploading and/or submitting Merchant Content to the Merchant Platform, you represent and warrant that: (a) the Merchant owns or obtained all necessary rights, licences, consents, and permissions to use and authorise us to display the Merchant Content on the Platform; (b) the Merchant Content complies with all applicable laws and regulations and does not infringe any third-party intellectual property rights, privacy rights, or other legal rights; (c) the Merchant Content is complete, accurate, not misleading, and complies with all applicable laws, including but not limited to the Trade Descriptions Ordinance (Cap. 362); and (d) the Merchant Content upholds the quality, scarcity, and brand signature standards expected of a luxury brand. The Merchant hereby grants us a non-exclusive, royalty-free, worldwide licence to use, display, and distribute the Merchant Content on the Platform solely for the purpose of operating, promoting, and improving the Platform and providing our related services.

4.2 Responsibility for Merchant Content. As between the Merchants and us, the Merchants retain ownership of their respective Merchant Content and are solely responsible for all Merchant Content uploaded, submitted, or otherwise made available on the Merchant Platform, including any third‑party intellectual property rights that may be incorporated in such content. We do not give any warranty as to the legality, accuracy, or quality of Merchant Content. For the avoidance of doubt, we only host Merchant Content and do not have the obligation to edit, screen, verify, monitor, guarantee, approve or endorse such content, and we assume no responsibility or liability for any Merchant Content that is submitted through or using the Merchant Platform. Notwithstanding the fact that we are not obliged to monitor Merchant Content, we reserve the right to modify or remove any Merchant Content from the Merchant Platform (in whole or in part) at any time if we are of the opinion that such content violates these T&Cs, may be deemed offensive, illegal or in violation of the rights of any third party. That said, you acknowledge and agree that the exercise of our right to modify or remove any Merchant Content from the Merchant Platform does not create any obligation or liability for us, and does not exempt you from any obligation or liability over the same.

4.3 Product Authenticity. You warrant that all Goods listed on the Platform by the Merchant are genuine, authentic, and sourced through authorised channels. The listing of counterfeit, grey market, or unauthorised goods, such as parallel imports, is strictly prohibited and will result in immediate suspension or termination of the Merchant Account or the immediate removal of the infringing or non-compliant listing from the Platform, in each case without prior notice and without prejudice to any other rights or remedies available to us at law or in equity.

4.4 Pricing. The Merchant retains full control over the pricing of its Goods. The Merchant shall clearly display and specify all pricing conditions applicable to each listing, including but not limited to the unit price of the Goods, all applicable taxes and duties, courier and delivery fees, handling or service charges, packaging fees, surcharges for remote areas, and any other fees or costs payable by the customer. All prices and associated charges must be presented in a transparent, accurate, and unambiguous manner prior to the customer’s confirmation of purchase, in accordance with Hong Kong consumer protection requirements and all other applicable laws.

4.5 Content Removal. We reserve the right to remove any Merchant Content that, in our reasonable opinion, violates these T&Cs, any applicable law, or the standards or policies of the Platform, without prior notice to you and without any liability to you in respect of such removal.

4.6 Removal of Listings or Goods. We reserve the right, at our sole discretion and without prior notice, to remove or suspend listings, or Goods that we reasonably believe violate these T&Cs, infringe third-party rights (including intellectual property rights), breach applicable laws, or are otherwise inappropriate, harmful, or detrimental to the Platform, Members, or our reputation. We shall have no liability to the Merchant for any such action.

Article 5 — AI Content

5.1 AI Technologies. The Merchant Platform employs artificial intelligence (“AI”) and machine-learning technologies (“AI Technologies”) in the following ways. The below table sets out the Merchant’s responsibilities when using such AI Technologies.

5.2 AI Content. The Merchant Platform may allow you to upload Merchant Content and use AI Technologies to generate outputs based on such uploaded Merchant Content (“AI Content”). You accept full responsibility and liability for your use of Merchant Content and AI Content, including ensuring that such use complies with applicable laws, these T&Cs, and our Privacy Policy, which can be accessed via [ https://m.instorecx.com/info/privacypolicy ]. You understand and agree that:

5.3 Ownership. Subject to the terms of this Article and to any applicable terms, conditions, or restrictions imposed by third-party providers of the AI Technologies used on or integrated with the Merchant Platform, the Merchant retains ownership of the Merchant Content and AI Content. We hereby assign to the Merchant all our right, title and interest, if any, in and to such AI Content provided that we retain a perpetual, irrevocable, royalty-free licence to use, modify, and commercially exploit any AI Content (including derivatives) for platform improvement, research, model training and service enhancement, subject to applicable laws. The Merchant acknowledges and agrees that where the AI Technologies are provided, powered, or licensed by third-party service providers, the ownership, use, and exploitation of AI Content generated through such AI Technologies shall be subject to the terms, conditions, licences, and intellectual property rights of the relevant third-party providers, and our assignment of rights to the Merchant is limited to the extent that we ourselves hold assignable rights in such AI Content. To the extent that any third-party terms restrict, condition, or override the rights granted to the Merchant under this Article, such third-party terms shall prevail, and the Merchant shall comply with all such applicable third-party terms. Due to the nature of AI and machine learning technologies generally, AI Content may not be unique and other users may receive similar or comparable AI Content from the Merchant Platform. Our assignment above does not extend to AI Content generated from other users’ Merchant Content or any outputs from third party software, products or services.

5.4 No Representation or Warranty on AI Content. We do not give any warranties on the intellectual property rights of AI Content and are not responsible for any information or content contained within the AI Content. We also do not make any representation for any purposes or audiences of the AI Content or about the AI Content’s legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, or completeness.

5.5 Prohibited Use of AI Technologies. You must not use, or facilitate or allow others to use, our AI Technologies for the following purposes:

5.6 Ethical Principles of AI Technologies. Merchants are encouraged to establish an internal AI governance strategy that aligns with the Office of the Privacy Commissioner for Personal Data’s “Artificial Intelligence: Model Personal Data Protection Framework”. Such strategy should define the purposes for which AI tools may be used within your organization, designate responsible personnel and an AI governance committee for AI oversight, and establish clear accountability for AI-driven decisions. Participation by senior management and interdisciplinary collaboration is critical to the responsible and ethical use of AI.

5.7 Merchant Responsibility. You acknowledge and agree that the responsible deployment of AI Technologies on the Merchant Platform is a shared responsibility between us and the Merchants who use the same. While we maintain the security, integrity, and ethical design of the underlying AI Technologies, Merchants ultimately bear direct responsibility for the decisions made, advice and prompts given, and actions taken based on the use of our AI Technologies. For the avoidance of doubt, we maintain primary responsibility for the AI Technologies’ security, model training and bias mitigation, and Merchants maintain primary responsibility for quality and lawfulness of data input, review of AI Content, compliance with PDPO and other applicable data protection laws for personal data that it collects, uses and process as a data user, exercising human oversight over consequential decisions, and maintaining communication and transparency with Members regarding use of AI Technologies.

5.8 Use by Us. [You acknowledge that we may use your Merchant Content and AI Content to provide, maintain, develop, and improve the Merchant Platform, to monitor and mitigate bias, and to ensure security and integrity of our AI Technologies. By uploading, submitting, or otherwise providing any Merchant Content (including personal data, images, preferences, or other inputs) in connection with the AI Technologies, you explicitly consent to us and its service providers processing such content for the purposes of generating AI Content [and, where applicable, using it (in anonymized, aggregated, or de-identified form) to train, fine-tune, or improve our AI models and related technologies]. You may withdraw this consent at any time by [contacting support@InstoreCX.com / deleting your Merchant Account], but this will not affect processing already undertaken or the lawfulness of prior use. However, you acknowledge that opting out may limit the ability of certain AI or machine learning-powered features to optimise the Merchant Platform for your specific use cases.]

5.9 Incident Reporting and Response. In the event of an AI-related incident, including data breaches, generation of harmful or inaccurate content, or any other malfunction of AI Technologies, Merchants must notify us within 48 hours of becoming aware of the incident via support@InstoreCX.com. We will work collaboratively with the Merchant to investigate the incident, mitigate any harm, and fulfil any notification obligations under the PDPO.

Article 6 — Merchant Platform Tools and Features

6.1 Platform Tools and Features. We provide Merchants with a suite of platform tools and features designed to support relationship management, curate personalised experiences and maintain brand integrity across all touchpoints, including:

All such tools and features are provided on an "as is" and "as available" basis, without any representations, warranties, or guarantees of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, we expressly disclaim all warranties, including but not limited to any warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, uninterrupted access, error-free operation, or non-infringement. We do not warrant or guarantee any specific service level, performance standard, output quality, or result arising from the Merchant’s use of such tools and features, and the Merchant’s use of the same is entirely at its own risk.

6.2 Licence to InstoreCX Content. In connection with the above tools and features, we may make available certain content, materials, and data on the Merchant Platform, including but not limited to interface elements, templates, analytics dashboards, reports, artwork, audio‑visual materials, and promotional assets (collectively, “InstoreCX Content”). Merchants acknowledge and agree that InstoreCX Content is owned by us (or our licensors) and is protected by copyright and other applicable laws.

Subject to the Merchants’ compliance with these T&Cs and payment of all applicable fees, we grant the Merchants a limited, non‑exclusive, non‑transferable, revocable licence to access and use InstoreCX Content solely through the Merchant Platform, and solely for the Merchants’ own internal business purposes in connection with the listing and sale of Goods via the Platform during the term of the Merchant’s subscription. Any use of InstoreCX Content for purposes not contemplated in these T&Cs constitutes a breach of our proprietary rights. We reserve all rights in and to InstoreCX Content not expressly granted to the Merchants under this article.

Under this licence, Merchants may:

Merchants must not, without our prior written consent:

Upon termination or expiry of the Merchant’s access to the Merchant Platform for any reason, the licence granted under this article shall automatically terminate, and the Merchant must immediately cease all use of, and (where reasonably practicable) delete or destroy, all copies of InstoreCX Content in its possession or control.

6.3 Platform Changes. We reserve the right to modify, update, suspend, or discontinue any aspect or feature of the Merchant Platform at any time, with or without prior notice, and without incurring any liability to you for doing so. You acknowledge that we are under no obligation to maintain, support, or continue to provide any particular feature, function, content, or service of the Merchant Platform, and that your ability to access upgrades, updates, or new features may be subject to technical, operational, or business constraints.

6.4 T&C Amendments. We may amend, revise, or supplement these T&Cs from time to time at our sole discretion. Any such amendments will be posted on the Platform with the effective date. It is your responsibility to review the revised version of these T&Cs before using the Merchant Platform. Your continued access to or use of the Merchant Platform after the effective date of any amendment constitutes your acceptance of the amended T&C.

6.5 Interruption of Member Platform. We reserve the right to interrupt the Merchant Platform (in whole or in part) from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance. You acknowledge and agree that the Merchant Platform may be interrupted for reasons beyond the control of us, and we cannot guarantee that you will be able to access the Merchant Platform and/or your Merchant Account whenever you may wish to do so. We shall not be liable for any interruption of the Merchant Platform, delay or failure to perform resulting from any causes beyond its reasonable control.

Article 7 — Order Management and Fulfilment

7.1 Order Acceptance. Merchants are solely responsible for accepting or declining orders placed by Members. A contract of sale is formed directly between the Merchant and the Member upon the Merchant’s express acceptance of an order. We are not a party to any contract of sale between Merchants and Members and we do not assume any responsibility for the quality, safety, legality, suitability, availability, timeliness, or standard of any of the Goods offered or provided by the Merchants to Members. For clarity, an order means a request submitted by a Member through the Member Platform to purchase Goods and redeem e-stamps to exchange certain Goods from Merchant or process any other authorized transaction.

7.2 Statutory Obligations. Merchants warrant that all Goods supplied comply with the Sale of Goods Ordinance (Cap. 26) of Hong Kong and other applicable laws and the trade or suppliers of such goods shall comply with the Trade Descriptions Ordinance (Cap. 362) of Hong Kong. Specifically, Goods must be: (a) of merchantable (satisfactory) quality; (b) fit for their intended purpose; and (c) correspond with their description and any sample provided. False trade descriptions, false, misleading or incomplete information, false marks and misstatements in respect of goods provided in the course of trade or suppliers of such goods and certain unfair trade practices are prohibited.

7.3 Delivery and Controlled Distribution. Merchants are responsible for all aspects of delivery, including packaging, logistics, and customs compliance. Merchants may implement controlled distribution policies that restrict delivery to specific regions, consistent with their brand strategy, provided such restrictions are clearly communicated to Members at the time of purchase.

7.4 Returns and Refunds. Merchants must establish and clearly publish a returns and refunds policy on the Platform. Such policy must comply with the statutory rights of Members under the Sale of Goods Ordinance (Cap. 26) and the Supply of Services (Implied Terms) Ordinance (Cap. 457) of Hong Kong, the Trade Descriptions Ordinance (Cap. 362) of Hong Kong and all other applicable laws. Merchants are solely responsible for processing returns and issuing refunds in a timely manner. We shall have no responsibility, control or liability in respect of any returns, exchanges, or refunds by any Merchants. Members are required to directly contact the relevant Merchants for any queries, complaints, disputes or feedback relating to returns or refunds of Goods purchased, and Merchants are solely responsible for handling such queries, complaints, disputes or feedback in a timely manner.

Article 8 — Data Protection

8.1 Us as Data User (Merchant Data). Your submission of personal data through the Merchant Platform is governed by our Privacy Policy, which can be accessed via [https://m.instorecx.com/info/privacypolicy]. Our Privacy Policy forms an integral part of these T&Cs. You should read our Privacy Policy and Personal Information Collection Statement carefully to understand how your personal data will be handled prior to providing us with any personal data.

8.2 Merchant as Data User and Us as Data Processor (Member Data). The Platform facilitates direct relationships between Merchants and Members, enabling Merchants to collect valuable data on Member preferences and behaviours. These insights are intended to enable hyper-personalised experiences that deepen emotional connections and build long-term client loyalty. You acknowledge and agree that when you collect and use Member personal data through the Platform, you act as the data user in respect of such Member personal data, and we act as a data processor and platform facilitator, processing Member personal data on your behalf in accordance with these T&Cs and our Privacy Policy. Merchants as an independent data user of Member personal data are responsible for ensuring compliance with all applicable data protection obligations in respect of such data.

8.3 Merchant’s Data Protection Policy (Member Data). We do not determine your independent purposes for which Member personal data is collected, held, processed, or used, and nothing in these T&Cs or in our Privacy Policy is intended to create any joint data user relationship between us and the Merchant in relation to Member personal data. You represent and warrant that you have in place, and will maintain, your own terms and conditions, privacy policies, and other contractual or informational documents governing the collection, use, disclosure, and retention of personal data by you as data user (whether relating to Members or any other individuals), in compliance with the PDPO and the data protection principles, and all other applicable data privacy laws and regulations.

Article 9 — Fees and Payment

9.1 Subscription Service Agreement. Access to and use of the Merchant Platform is subject to the fees, subscription terms, payment conditions and settlement schedules set out in a separate subscription service agreement or additional service order form executed between you and us ("Subscription Service Agreement"). In the event of any conflict between these T&Cs and the Subscription Service Agreement with respect to fees and payment, the Subscription Service Agreement shall prevail.

9.2 Payment Processing. All Member payments and refunds are processed through licensed third-party payment gateways in compliance with the applicable Hong Kong laws. We will remit the Merchant’s share of sales proceeds, net of applicable fees and commissions, if any, in accordance with the settlement schedule in the Subscription Service Agreement.

9.3 Taxes. Merchants are solely responsible for all taxes, duties, and levies applicable to their sales of Goods through the Platform, including but not limited to profits tax and any applicable customs duties under Hong Kong law.

9.4 Currency. All fees are quoted and payable in Hong Kong Dollars (HKD) unless otherwise specified. We reserve the right to modify our fee structure upon giving you reasonable prior written notice.

Article 10 — Acceptable Use and Prohibited Conduct

10.1 Prohibited Conduct. You agree to use the Merchant Platform only for lawful purposes and in accordance with these T&Cs. You must not: (a) use the Merchant Platform to engage in any activity that violates any applicable Hong Kong laws or regulations; (b) send unsolicited electronic messages (spam) to Members in violation of the Unsolicited Electronic Messages Ordinance (Cap. 593); (c) engage in bait advertising, bait-and-switch tactics, or any form of misleading commercial practice in violation of the Trade Descriptions Ordinance (Cap. 362); (d) access, tamper with, or use non-public areas of the Merchant Platform or its underlying infrastructure; (e) attempt to reverse-engineer, decompile, or disassemble any part of the Merchant Platform; (f) use the Merchant Platform to collect or harvest personal data in a manner inconsistent with the PDPO or these T&Cs; (g) share your Merchant Account credentials with unauthorised parties or allow unauthorised persons to access the Merchant Platform; or (h) take any action that could damage, disable, overburden, or impair the Merchant Platform or interfere with any other party’s use of the Merchant Platform.

Article 11 — Intellectual Property

11.1 Merchant IP. Merchants retain all intellectual property rights in and to their Merchant Content, brand signatures, trademarks, logos, and product imagery. By uploading Merchant Content to the Merchant Platform, the Merchant grants us a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute such content solely for the purposes of operating, promoting, and improving the Platform.

11.2 Our IP. The Platform, including all contents and InstoreCX Content (excluding Merchant Content and AI Content), the “look and feel” of the Platform, including all software, ideas, processes, data, text, media, domain names, trade secrets, trademarks, logos, copyrights, design elements, and proprietary technology and all other intellectual property rights, is the intellectual property of us. Merchants are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Merchant Platform solely for the purpose of listing and selling Goods in accordance with these T&Cs.

11.3 No Infringement. Merchants warrant that the Merchant Content and Goods listed on the Platform do not infringe any third-party intellectual property rights, including trademarks, copyrights, patents, or design rights. Merchants shall indemnify us against any claims, damages, losses, or liabilities arising from any actual or alleged intellectual property infringement.

11.4 Feedback. Any comments, suggestions, ideas, feedback, proposals, recommendations, reviews, or other communications provided by the Merchant to us, whether submitted through the Platform, by email, or by any other means, in relation to the Platform, its features, functionalities, services, or our business operations (collectively, "Feedback") shall be deemed non-confidential and non-proprietary. The Merchant hereby irrevocably assigns to us, or alternatively grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, adapt, publish, translate, distribute, commercially exploit, and incorporate such Feedback, in whole or in part, into the Platform or any of our products, services, or business operations, in any form or medium now known or hereafter developed, without any obligation of compensation, attribution, notice, or accounting to the Merchant. The Merchant warrants that it has all necessary rights to provide such Feedback and waive any moral rights or similar rights which the Merchant may have in the Feedback to the fullest extent permitted by applicable law.

Article 12 — Compliance with Laws

12.1 General Compliance. Merchants must comply with all applicable laws and regulations of Hong Kong in connection with their use of the Merchant Platform and the sale of Goods, including but not limited to those set out in the table below.

12.2 Anti-Counterfeiting. Merchants acknowledge that the sale of counterfeit goods is a criminal offence under Hong Kong law. Merchants warrant that all Goods listed are genuine, authentic, sourced through authorised channels, and comply with all applicable laws, and agree to cooperate fully with any investigation conducted by us or law enforcement authorities.

Article 13 — Representations and Warranties

You represent and warrant to us, on an ongoing basis, that: (a) you have full legal right, power and authority to enter into and perform your obligations under these T&Cs; (b) these T&Cs constitute valid and binding obligations of the Merchant; (c) the performance of your obligations does not violate any applicable law or any agreement to which you are a party; (d) all Goods listed are genuine, authentic, and comply with all applicable laws; (e) all Merchant Content is accurate, not misleading, and does not infringe any third-party rights; (f) the Merchant holds all necessary licences, permits, and authorisations required for the sale of the Merchant’s Goods; (g) your use of the Merchant Platform complies with all applicable laws and regulations in Hong Kong; and (h) you have implemented and will maintain adequate data protection measures as required by the PDPO.

Article 14 — Indemnification

The Merchant agrees to defend, indemnify, and hold harmless us and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees and other representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or relating to: (a) your use or misuse of the Merchant Platform; (b) your breach of these T&Cs and or Privacy Policy; (c) the Merchant Content; (d) the AI Content; (e) the Goods sold by the Merchant; (f) your violation of any applicable Hong Kong law; (g) any claim by a Member arising from your acts or omissions; or (h) any infringement of third-party intellectual property rights by the Merchant.

Article 15 — Limitation of Liability

15.1 Platform Liability. To the fullest extent permitted by Hong Kong law, you acknowledge and agree that you use the Merchant Platform at your own risk, and we shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages of any kind, whether arising in contract, tort (including negligence), equity, or otherwise, including any loss of profits, revenue, business, data, or goodwill, arising out of or in connection your use of, or inability to access or use, the Merchant Platform (in whole or in part). We shall not be liable for any loss or damage arising from failures of telecommunication systems or internet networks, computer malfunctions or viruses, corruption or loss of information, system problems, or any other events or circumstances beyond our reasonable control. You acknowledge that if you are unable to access upgrades, updates, or new features due to technical reasons (including network conditions or communication line issues), we do not assume any legal responsibility for such inability.

15.2 Aggregate Cap. Our total aggregate liability to the Merchant shall not exceed the total platform service fees paid by the Merchant to us in the ninety (90) days preceding the event giving rise to the claim. Nothing in these T&Cs shall exclude or limit our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded or limited under Hong Kong law.

Article 16 — Term, Suspension, and Termination

16.1 Term. These T&C shall remain in effect for as long as you maintain an active Merchant Account or as otherwise specified in the Subscription Service Agreement, unless earlier terminated in accordance with this Article 16.

16.2 Termination by Merchant. The Merchant may terminate these T&Cs by providing ninety (90) days’ prior written notice to us, subject to (a) the fulfilment of all outstanding obligations under these T&Cs and the Subscription Service Agreement; (b) the settlement of all pending orders accepted prior to the effective date of termination; and (c) the payment in full of all outstanding fees and charges payable to us.

16.3 Termination by Us. We may, at our sole discretion, terminate these T&Cs and the Merchant’s access to the Merchant Platform, in whole or in part, by giving the Merchant ninety (90) days’ prior written notice. Without prejudice to the foregoing, we may terminate these T&Cs and terminate or suspend the Merchant’s access to the Merchant Platform and the Merchant Account immediately, without prior notice, if: (a) the Merchant breaches any material provision of these T&Cs, including but not limited to articles relating to data protection, intellectual property, or prohibited conduct; (b) the Merchant lists counterfeit or unauthorised goods on the Merchant Platform; (c) the Merchant engages in fraudulent or illegal conduct; (d) the Merchant becomes insolvent or subject to insolvency proceedings; (e) we determine, in our sole discretion, that the Merchant’s continued presence on the Platform is detrimental to our reputation or the interests of Members; or (f) we are required to do so under applicable law or pursuant to a demand by a regulatory authority.

16.4 Effect of Termination. Upon termination of these T&Cs for any reason, (a) all licences granted to the Merchant under these T&Cs will immediately cease; (b) the Merchant will lose access to your Merchant Account and to the Merchant Platform; (c) the Merchant will not be entitled to any reimbursement or refund of fees already paid, except as expressly provided in the Subscription Service Agreement, if any; (d) the Merchant will remain liable for all amounts due up to and including the effective date of termination; and (e) the Merchant must promptly fulfil all outstanding orders accepted prior to termination, cooperate with us in the orderly wind-down of the Merchant’s presence on the Platform, and promptly delete or return all Confidential Information in the Merchant’s possession. The Merchant acknowledges and agrees that it is solely responsible for downloading, exporting, backing up, and retaining copies of all its data, Merchant Content, AI Content, customer records, transaction records, and any other information stored on or generated through the Merchant Platform prior to the effective date of termination or expiry of these T&Cs. Following such termination or expiry, we shall have no obligation to retain, store, retrieve, restore, export, or otherwise make available any such data, Merchant Content, AI Content, or other information to the Merchant, and we may permanently delete or destroy the same in accordance with our data retention policies and applicable laws, without any liability to the Merchant or any third party. The Merchant hereby waives any and all claims against us arising from or in connection with the loss of, or inability to access or retrieve, any such data or content after termination or expiry.

Article 17 — Confidentiality

17.1 Confidential Information. Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these T&Cs, including but not limited to business strategies, pricing structures, Member data, and technical information ("Confidential Information").

17.2 Obligations. Each party shall: (a) use Confidential Information solely for the purpose of performing its obligations under these T&Cs; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own Confidential Information. The confidentiality obligations under these T&Cs shall survive the termination or expiry of these T&Cs and shall continue to bind the Parties until such time as the relevant Confidential Information lawfully enters the public domain through no act, omission, or breach of a Party or any person to whom the Party has disclosed such Confidential Information.

Article 18 — Governing Law and Dispute Resolution

18.1 Governing Law. These T&C shall be governed by and construed in accordance with the laws of Hong Kong.

18.2 Jurisdiction. Any dispute, controversy, or claim arising out of or in connection with these T&Cs, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

18.3 Amicable Resolution. Prior to commencing any formal legal proceedings, the parties agree to attempt to resolve any dispute amicably through good-faith negotiations for a period of not less than thirty (30) days from the date one party notifies the other of the dispute.

Article 19 — General Provisions

19.1 Entire Agreement. These T&C, together with the Subscription Service Agreement, our Privacy Policy, and any other policies referenced herein, constitute the entire agreement between us and the Merchant with respect to the subject matter hereof, and supersede all prior agreements, representations, and understandings relating to the same subject matter.

19.2 Amendment. We may amend, revise, or supplement these T&Cs from time to time at our sole discretion. Any such amendments will be posted on the Merchant Platform with the effective date. We will provide you with at least thirty (30) days’ prior written notice of any material changes. The Merchant’s continued access to or use of the Merchant Platform after the effective date of any amendment constitutes your acceptance of the amended T&C.

19.3 Severability. If any provision of these T&Cs is found to be invalid, illegal, or unenforceable under Hong Kong law, such provision shall be deemed severable, and the remaining provisions shall continue in full force and effect.

19.4 No Waiver. No failure or delay by us in exercising or enforcing any right, remedy or provision under these T&Cs shall operate as a waiver of that right, remedy or provision, nor shall any single or partial exercise or enforcement of any right, remedy or provision preclude us from any further exercise or enforcement of that or any other right, remedy or provision under these T&Cs.

19.5 Relationship of Parties. The Merchants are independent contractors. Nothing in these T&Cs shall create or be deemed to create any partnership, joint venture, agency, or employment relationship between us and the Merchants.

19.6 Language. These T&C are provided in both English and Traditional Chinese. In the event of any inconsistency or discrepancy between the two versions, the English version shall prevail.

Article 20 — Contact Information

For any queries, complaints, or requests relating to these T&Cs, or data protection matters, please contact us at:

*Cherish Media Company Limited is a member of the Cherrypicks Group, a subsidiary of Cherrypicks International Holdings Limited.

These T&C were last reviewed and updated on Aug 19, 2026 and are effective from Aug 19, 2026.