Hong Kong Top-Notch Technology Co.,Limited Aptostar Distribution Service Agreement

Last Updated on February 19 2025

These Buyer Terms of Service (“Agreement”) form a legal agreement between you (“Buyer”) and Hong Kong Top-Notch Technology Co.,Limited (“Hong Kong Top-Notch Technology Co.,Limited”). Please carefully read and fully understand all the terms and conditions herein, especially those about governing laws, dispute resolution, and the exemption of Hong Kong Top-Notch Technology Co.,Limited from liabilities or restrictions to its liabilities. Please decide whether to accept this Agreement after reading it (minors shall read this Agreement accompanied by a legal guardian).

BY CLICKING "BUY NOW" (OR EQUIVALENT STATEMENT) BUTTON YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DEFINITIONS

In this Agreement, including in the Recitals hereof, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires.

•“Affiliates” refer to any company or legal entity that is or will be directly or indirectly controlled by any Party, or under direct or indirect common control any Party, or be controlled together with any Party.

•“Applicable Law” means any of the following, to the extent that it applies:

•any statute, directive, order, enactment, regulation, bylaw, ordinance or subordinate legislation in force from time to time;

•the common law and the law of equity;

•any binding court order, judgment or decree;

•any applicable industry code, policy or standard enforceable by law; and

•any applicable direction, statement of practice, policy, rule or order that is set out by a regulator that is binding on the Parties.

•“You”, “Your” or “Buyer”: A customer that buys merchandise, goods, or services in Aptostarapplies to, or registers to use, or uses, the Service to, including but not limited, make Payment Transactions.

•“Seller”: A customer that uses the Service to, including but not limited, process Payment Transactions initiated by Buyer(s).

•“Aptostar”: The application and/or website owned or operated by Hong Kong Top-Notch Technology Co.,Limited which allows Developers to distribute Product or services to you.

•“Payment Account”: The credit card, debit card or any other form of payment that is submitted or registered by a Buyer with the Service to facilitate your Payment Transactions.

•“Payment Transaction”: The processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer's Payment Account and the crediting of funds to a Seller.

•“Product”: Any merchandise, good or service that is listed for sale for Payment Transactions.

•“Purchase Amount”: The monetary amount of a Payment Transaction, which includes any taxes, shipping charges, handling charges, or other fees that are charged to the Buyer as part of the Payment Transaction.

•“Distribution Service” or “Service”: the service(s) of distribution, marketing, publicity and promotion of developer’s products within the Territory for developers which also relates to improvement of your user experience on Aptostar.

•Hong Kong Top-Notch Technology Co.,Limited: By using Aptostar Distribution Service, you are agreeing to be bound by this Agreement between you and the following corresponding entities:

Hong Kong Top-Notch Technology Co.,Limited may update the list of entities and addresses when necessary.

2. RIGHTS AND OBLIGATIONS

2.1 You agree that arrangements between you and Hong Kong Top-Notch Technology Co.,Limited under this Agreement do not constitute provision of any service. The purpose of this Agreement is informing you by Hong Kong Top-Notch Technology Co.,Limited, acting on behalf of the Seller, on the terms and conditions that you should fulfill in order to improve your user experience or complete your Transactions with the Seller.

2.2 You agree to provide current, complete and accurate information as required for the Service and to maintain and promptly update the information with Hong Kong Top-Notch Technology Co.,Limited, including but not limited to information of valid credit or debit card account as a Payment Account to make Payment Transactions and pay fees and other obligations arising from your use of the Service. We may require you to provide additional information as a condition of continued processing Payment Transactions with the Seller, or to assist in determining whether to permit you to continue to process Payment Transactions with the Seller.

2.3 You authorize us to confirm that your Payment Account is in good standing with the issuing financial institution and to obtain from time to time a credit report and/or to otherwise make credit or other background inquiries as we deem appropriate to evaluate your processing Payment Transactions with the Seller or continued processing Payment Transactions with the Seller.

2.4 By agreeing to the Agreement, you represent and warrant that you are at least 18 years old and capable of entering into a legally binding agreement with us; or your parent or legal guardian must read and agree to the Agreement on your behalf.

2.5 The Service is provided by Hong Kong Top-Notch Technology Co.,Limited to the Seller and facilitates the processing of Payment Transactions to complete a payment for a purchase between a Buyer and a Seller. The Service may store information from Buyers, such as Payment Accounts and shipping information, and will process Payment Transactions on behalf of Sellers through the appropriate credit card or debit card network or through other eligible payment methods, as applicable. By processing Payment Transactions using this Service, Buyer irrevocably authorizes the charge or debit to Buyer's Payment Account as necessary to complete processing of a Payment Transaction or those in connection with reversals, refunds, or adjustments through the Service.

2.6 Hong Kong Top-Notch Technology Co.,Limited may delay payment processing of suspicious transactions or transactions which may involve fraud, misconduct, or violate applicable law, the Agreement, or other applicable policies, as determined at Hong Kong Top-Notch Technology Co.,Limited’s sole and absolute discretion.

2.7 You acknowledge and agree that your purchases of Products are transactions between you and the Seller, and not with Hong Kong Top-Notch Technology Co.,Limited or any of Hong Kong Top-Notch Technology Co.,Limited's affiliates. Hong Kong Top-Notch Technology Co.,Limited is not a party to your purchase of Products, and Hong Kong Top-Notch Technology Co.,Limited or its affiliates are not a buyer or a seller in connection with any Payment Transaction, unless expressly designated where applicable.

3. SUBSCRIPTIONS

3.1 You acknowledge that in the event that the Service offers you the ability to pay for subscriptions, your subscription will start when you click "Accept & Buy" (or equivalent phrase) for a subscription purchase. This is a recurring billing transaction and you will be charged automatically on a periodic basis. Unless otherwise stated, your subscription and the relevant billing authorization will continue indefinitely until cancelled by you.

3.2 By clicking 'Accept & Buy' (or equivalent phrase), you authorize the applicable Seller to bill your designated Payment Account, each designated billing period for the subscription at the Purchase Amount. The Purchase Amount is subject to change by the Seller during the subscription period. You may cancel a subscription at any time by following the required process. The cancellation will not become effective until the end of the current billing period.

4. PERMISSIBLE PAYMENT TRANSACTIONS

4.1 You may only use the Service to process a Payment Transaction for a Product that is purchased from a Seller through a legitimate, bona fide sale of the Product. The Payment Transactions may not be used to transfer money between a Buyer and Seller, that is unrelated to a purchase of a Product or in connection with the sale or exchange of any illegal goods or services or any other underlying illegal transaction.

4.2 You agree that you will not use the Service to process Payment Transactions for any Products that violate the Agreement, other policies or rules applicable to the Service, or applicable law. Failure to comply with these limitations may result in suspension or termination of your processing Payment Transactions with the Seller.

5. LIMITATIONS ON THE USE OF SERVICE

We may establish general practices and limits concerning use of the Service, including without limitation individual or aggregate transaction limits on the dollar amount or number of Payment Transactions during any specified time period(s). We reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any Service feature, without notice and without liability. If we suspend your use of the Service, we will attempt to notify you by electronic mail.

6. USERNAME AND PASSWORD

You are responsible for: 1) maintaining the confidentiality of your username and password, 2) any and all transactions by persons that you give access to or that otherwise use such username or password, and 3) any and all consequences of use or misuse of your username and password. You agree to notify us immediately of any unauthorized use of your username or password or any other breach of security regarding the Service of which you have knowledge.

7. PRIVACY

You understand and agree that personal information provided to us in connection with the Service is subject to the requirements for data security and privacy stipulated by applicable laws and policies set out by Hong Kong Top-Notch Technology Co.,Limited, including the Aptostar Privacy Policy and Aptostar Distribution Service Privacy Policy.

8. SERVICE FEE

We do not charge you any fee under this Agreement. The financial institution that issues your Payment Account may charge a fee in connection with the debiting or charging of the Payment Account resulting from the Payment Transaction. You should consult the terms and conditions governing your Payment Account for more information about any such fees.

9. REFUND

Except as set forth in the Agreement and applicable chargeback or refund policy on Seller Website, all Payment Transactions processed through the Service are non-refundable to Buyer and are non-reversible by Buyer through the Service.

10. TAX

The reporting and payment of any applicable taxes arising from the use of the Service is your responsibility. You hereby agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with Payment Transactions.

11. TERMINATION

11.1 By Buyer. Buyer may terminate the Agreement or Buyer’s processing Payment Transactions with the Seller use of the Service at any time upon providing prior written notice to Hong Kong Top-Notch Technology Co.,Limited or as otherwise permitted by Hong Kong Top-Notch Technology Co.,Limited.

11.2 By Hong Kong Top-Notch Technology Co.,Limited. Hong Kong Top-Notch Technology Co.,Limited may terminate, limit or suspend the Agreement or Buyer's processing Payment Transactions with the Seller use of the Service at any time for any reason and without liability to Buyer, including without limitation: inactivity or violation of the Agreement or other policies we may establish from time to time.

11.3 Effect of Termination. Terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement. Buyer shall remain liable for all Payment Transactions and any other obligations you have incurred. Upon termination, we have the right to prohibit your access to the Service.

12. ADDITIONAL TERMS

12.1 Hong Kong Top-Notch Technology Co.,Limited Is Not A Banking Institution

Buyer hereby acknowledges and agrees that Hong Kong Top-Notch Technology Co.,Limited processes Payment Transactions on behalf of Seller(s) and acts as its agent where permitted by applicable laws. Hong Kong Top-Notch Technology Co.,Limited is not a bank or other depository institution and funds that may be held by Hong Kong Top-Notch Technology Co.,Limited for purpose of this Agreement are not insured for the benefit of Buyer.

12.2No Endorsement

Hong Kong Top-Notch Technology Co.,Limited does not represent or endorse, and shall not be responsible for:

(a) the safety, quality, accuracy, reliability, integrity or legality of any Product, the truth or accuracy of the description of Products, or of any advice, opinion, offer, proposal, statement, data or other information (collectively the "Content") displayed or distributed, purchased or paid through the Service, provided that Hong Kong Top-Notch Technology Co.,Limited reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that in Hong Kong Top-Notch Technology Co.,Limited's sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of the Agreement; or

(b) the ability of Buyers to buy Products or Sellers to deliver Products.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Hong Kong Top-Notch Technology Co.,Limited, its affiliates and directors, officers, owners, agents, partners, employees, information or service providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorney's fees, including without limitation attorney's fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from: (i) your use of the Service; (ii) any breach or non-compliance by you of any term of the Agreement or any of Hong Kong Top-Notch Technology Co.,Limited's policies; (iii) any dispute or litigation caused by your actions or omissions; or (iv) your negligence or violation or alleged violation of any law or rights of a third party.

14. DISCLAIMER OF WARRANTIES

THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, DATA TRANSMISSION, FUNCTIONS, MATERIALS AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE) IS PROVIDED "AS IS" AND WITHOUT WARRANTY (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

15. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL HONG KONG TOP-NOTH TECHNOLOGY CO.,LIMITED BE RESPONSIBLE OR LIABLE TO BUYER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF HONG KONG TOP-NOTH TECHNOLOGY CO.,LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL HONG KONG TOP-NOTH TECHNOLOGY CO.,LIMITED TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE NET FEES HONG KONG TOP-NOTH TECHNOLOGY CO.,LIMITED HAS ACTUALLY RECEIVED AND RETAINED FROM THE BUYER'S VALID PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

16. GENERAL

16.1 Notice to Hong Kong Top-Notch Technology Co.,Limited. Except as otherwise specified in the Agreement, all notices given under this Agreement by You to Hong Kong Top-Notch Technology Co.,Limited will be in English and in writing to the address mentioned above in Section 1. You may also post notices or communications via contact portal published on Aptostar platform where applicable.

16.2 Notice to You. Hong Kong Top-Notch Technology Co.,Limited may communicate with You regarding the Service by means of electronic communications, including: a)sending electronic mail to the email address You provided to Hong Kong Top-Notch Technology Co.,Limited; or b)posting of notices or communications within the Service console or on the Aptostar platform.

16.3 Governing Law and Dispute Resolution. If Your contracting entity of Hong Kong Top-Notch Technology Co.,Limited under this Agreement is Hong Kong Top-Notch Technology Co.,Limited, you agree that all claims including the validity, interpretation, modification, execution and dispute resolution of this Agreement shall be governed by the laws and regulations of the Hong Kong Special Administrative Region of the People’s Republic of China. In the absence of the applicable statute law, reference is made to the general international business practices and/or industry practices. You and Hong Kong Top-Notch Technology Co.,Limited therefore agree that any and all disputes, compensation claims, and causes of action arising out of or in relation to performing of this Agreement shall be submitted to the Hong Kong International Arbitration Center for the final arbitration in accordance with the Hong Kong International Arbitration Center Administered Arbitration Rules then in force at the time of submission of the arbitration notice. The place of arbitration shall be Hong Kong. Nothing in this Section shall prevent any Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary.

16.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between You and Hong Kong Top-Notch Technology Co.,Limited with respect to the subject matter. The Agreement will be binding on and inure to the benefit of each of the parties and their permitted successors and assigns. Hong Kong Top-Notch Technology Co.,Limited will have the right, at its sole and absolute discretion, to change, modify, or amend any portion of this Agreement at any time by posting notification on Aptostar platform seven (7) business days in advance or otherwise deliver the notification to You. The changes will become effective, and will be deemed accepted by You, upon the notice period expires or the sending by Hong Kong Top-Notch Technology Co.,Limited of notification to You and will apply on a going-forward basis with respect to payment transactions initiated after the posting or sending date. In the event that You do not agree with the modification, You must terminate its use of the Service, which will be Your sole and exclusive remedy. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.

16.5 Assignment. You may not assign the Agreement or any rights or obligations hereunder without our prior written approval. Hong Kong Top-Notch Technology Co.,Limited reserves the right to freely assign the Agreement and the rights and obligations hereunder to its affiliates or other designated third party for purpose of this Agreement. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

16.6 Other Provisions. The failure of Hong Kong Top-Notch Technology Co.,Limited to exercise or enforce any right or provision of the Agreement will not constitute a waiver of the right or provision. Headings are for reference purposes only and will not be used for interpretation of this Agreement. The Policies and URLs referenced in this Agreement are incorporated by reference and may be updated by Hong Kong Top-Notch Technology Co.,Limited from time to time. The parties are and will remain independent contractors and nothing in this Agreement will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and remain enforceable between the parties. This Agreement is not intended and will not be construed to create any rights or remedies in any parties other than Seller and Hong Kong Top-Notch Technology Co.,Limited and no other person may assert any rights as a third party beneficiary. The Agreement have been prepared in English. In the event of any inconsistency between the English and other language versions, the English version shall prevail to the extent of the inconsistency.