TERMS AND CONDITIONS

GENTLE KIDS PARTNERSHIP PROGRAM AGREEMENT

  1. GENERAL INFORMATION
    1. Gentle Kids is an education-based mobile application that allows our clients to advertise and market their products. These terms and conditions govern your use of our website, social media, and mobile application (“Platform”) authorized by us.
    2. Please read the terms and conditions carefully before you submit the order on our platforms. These terms and conditions tell you who we are, what to do if there is a problem, and other important information. If you have any inquiries on the terms and conditions, please contact us to further discuss.
    3. By using our Platform, you agree to these terms. If you are using our Platform as a representative of an entity, you are agreeing with these term terms on behalf of your entity.
    4. This Gentle Kids Partnership Agreement (“Agreement”) is a contract between Gentle Kids Ltd. (“Gentle Kids”) and the Gentle Kids Partner Center account holder that elects to join the Gentle Kids Partnership Program (“User”). The terms of this Agreement apply to User’s (and its personnel’s) participation in the Gentle Kids Partnership Program (“Program”).
    5. By submitting an application to join the Program, accessing the Portal (defined below), or otherwise participating in or accepting any Program benefits, User accepts this Agreement (which includes any terms and policies in or applicable to the Portal). The individual accepting this Agreement is doing so on User’s behalf and such individual represents and warrants he or she is agreeing to these terms on behalf of and has authority to bind, User. User represents and warrants that it has read and understands this Agreement.
    6. This Program is designed to help implementers of Gentle Kids technologies and services deliver solutions to their customers. User’s participation in this Program is voluntary.
  2. INFORMATION ABOUT US AND HOW TO CONTACT US
    1. We are Gentle Kids Limited, a company registered in Hong Kong. Our company registration number is and our registered office is located at Unit 972, 9/F, Building 19W, No, 19 Science Park West Avenue, Hong Kong Science Park.
    2. For any questions or problems related to our Platform, service provided, or these terms and conditions, you can contact us by telephoning our customer service team at +852 31702388 or email us at support@gentlekids.com.hk.
    3. We are the data controller in relation to our Platform and are responsible for your company's data. Please see Clause 14 and our privacy policy which is available at gentlekids.com.hk for information about what companies data we collect and what we do with it. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.
    4. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.
    5. When we use the words “writing” or “written” in these terms, this includes email.
  3. DEFINITIONS
    1. “Collateral” means packaging, documentation, marketing, and advertisement materials in any media, now known or developed in the future, including print, broadcast, electronic, and online media.
    2. “Confidential Information” means non-public information, know-how, or trade secrets in any form, that a reasonable person knows or reasonably should understand to be confidential based on the nature of the disclosure by Gentle Kids or that Gentle Kids designates as confidential. Information is not Confidential Information if it: (1) is or becomes publicly available without User’s breach of this Agreement; (2) was lawfully known to User without an obligation to keep it confidential; (3) is received by User from another source who can disclose it lawfully and without any obligation to keep it confidential, or (4) is independently developed by User.
    3. “Effective Date” is defined in Section 8.1.
    4. “Law” means all laws and regulations applicable to this Agreement or the Program promulgated by any government or administrative body having jurisdiction over the Agreement or the Program.
    5. “Portal” means the “Gentle Kids Partner Center”, a successor site as designated by Gentle Kids. The Portal provides tools, information, marketing Collateral, policies about the Program, as well as best practices regarding implementing Gentle Kids technologies and services and various online forms (e.g., to update User’s listing on Gentle Kids “Works With” gallery, Program review status, support escalation form, etc.).
    6. “Term” is defined in Section 8.1.
    7. “Gentle Kids Materials” means any tangible or intangible materials provided or made available by or on behalf of Gentle Kids to User under or in relation to the Program, including the Portal. Gentle Kids Materials include any modifications to, or derivative works of, such materials, but exclude any Gentle Kids technologies or services licensed by User outside of this Agreement.
  4. GENTLE KIDS PROMOTION PLAN DETAILS
    1. Eligibility. To be eligible to promote in Gentle Kids, Users must at all times during the Term comply with this Agreement, Law, and the requirements specified in the Portal.
    2. Promotion Content Revise & Approval. The promotion content created by User will be revised by Gentle Kids, to ensure the correct format, originality, and legality of the promotion contents. The pending promotion content revises will be handled within 3 working days after the submission of promotion content. Once the promotion content is approved by Gentle Kids, the user can revise or change other promotion contents once in a subscribed month. Gentle Kids will only approve and launch one promotion content.
    3. Portal. For our Users, once you register the account in the Portal, Users can submit your promotion contents on the Portal. Users can monitor their promotion status on the Portal.
    4. Promotion Detail. The promotion will be launched in Gentle Kids right after the approval of the promotion contents and successful payments. The promotion will be suspended if the transaction is not completed after the end of the last promotion period and the trial period.
    5. Support. Gentle Kids will establish dedicated technical support escalation channels for Program participants, as further described in the Portal. For clarity, under no circumstances is Gentle Kids obligated to provide any such support to User’s customers under this Agreement or under any other agreement with User, and Gentle Kids has no obligation to provide any particular quantity or frequency of support through such channels.
    6. Final Authority. If there are any controversies on the promotion contents, Gentle Kids shall have the final authority to assess whether the Business has complied with the terms of this Agreement.
  5. Payments
    1. Purchasing Routine. For each partner, you are allowed to purchase the promotion plan once at a time. Each partner would be granted a 30-day free trial for the first purchase in the account. To enjoy the 30-day free trial, you are required to register in the Program and choose the subscription plan, then enter your company’s payment details including transaction information. However, the transaction would not be conducted during the free trial period. Without the cancellation request, we would continue your subscription plan as you chose after the free trial period and the last subscription plan. The transaction would be completed right after the end of the free trial period. The promotion plan would be terminated if the transaction is not successfully completed.
    2. Fees. If User is accepted into a Program category for which a fee is payable, User will be required to provide Gentle Kids with payment information that will enable Gentle Kids to receive the first annual payment. Gentle Kids will retain such payment information, and at each anniversary of such acceptance during the Term, Gentle Kids will use the payment information to charge User the then-current, cyclical Program fee, and any other applicable fees referenced in the Portal. If at the time of such a renewal, User’s payment information is no longer valid, User must promptly provide Gentle Kids with convertible, valid, payment information, in order to continue participation in a paid category of the Program. Upon termination of this Agreement, Gentle Kids will not refund any already-paid fees.
    3. Taxes. Amounts payable to Gentle Kids under this Agreement exclude any and all taxes (including sales, use, income, and value-added taxes), duties, levies, fees, excises, or tariffs imposed on any activities of User or its customers in relation to this Agreement.
  6. CONFIDENTIALITY
    1. when you register or otherwise use our Platform, you provide us with personal data that is collected and used in accordance with the terms of our Privacy Policy which is accessible at gentlekids.com.hk. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.
  7. ENTIRE AGREEMENT
    1. These terms constitute the entire agreement between any user and us in relation to the use of the Platform. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations, and understanding between any user and us, whether written or oral, in relation to the use of the Platform.
    2. You acknowledge that you will have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these terms.
  8. TERM AND TERMINATION
    1. Term. This Agreement begins on the date Gentle Kids accepts this Agreement (“Effective Date”) and continues until terminated by either party.
    2. Termination. Gentle Kids may terminate this Agreement at any time, for any reason or no reason, on 30 days’ notice. Partner could terminate the promotion plan by cancelling the subscription plan through Portal. Payment would not be refunded if the agreement is terminated before the end of the subscription plan. If either party breaches this Agreement, other than Section 6, the non-breaching party may terminate this Agreement immediately on notice if the breaching party has not cured such breach within 14 days after notice of the breach. If the partner breaches Section 6, Gentle Kids may terminate this Agreement immediately on notice. The breaching party will be responsible to the other for costs or damages resulting from terminating this Agreement in accordance with its terms.
    3. Effect of termination. Upon termination, the partner must immediately stop using any rights and benefits granted by this Agreement and the Program and, at Gentle Kids’ discretion, either destroy or return all Confidential Information received under this Agreement and in User’s possession or control.
  9. OTHER IMPORTANT TERMS
    1. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    2. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    3. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
  10. GOVERNING LAW AND DISPUTE RESOLUTION
    1. These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
    2. The courts of Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
  11. Miscellaneous
    1. No representations. User has not relied on any representations by Gentle Kids not contained in this Agreement in deciding to enter into this Agreement. User represents and warrants that it has relied solely on its own skill and judgment or that of its advisers in relation to these matters.
    2. Notices. User consents to Gentle Kids providing it notifications about the Program, or information the law requires Gentle Kids to provide, via email, to User’s email address of record with Gentle Kids, or via regular mail, to User’s physical address of record with Gentle Kids. Gentle Kids may also provide notices that are generally applicable to all companies participating in the Program by posting them conspicuously in the Portal.
    3. Feedback. User may provide suggestions, comments, or other feedback to Gentle Kids with respect to Gentle Kids’ technologies and services. Feedback is voluntary and, even if designated as confidential, Gentle Kids may use it for any purpose without obligation of any kind. Unless the parties specifically agree in writing, feedback will not create any confidentiality obligation.
    4. Law, Dispute Resolution; Agreement to Arbitrate. The laws applicable in Hong Kong will govern this Agreement, without reference to its conflict of law principles to the contrary. Each party will bring any suit or action under or in connection with this Agreement exclusively in the courts located in Hong Kong, and each party waives any objection to that venue.
    5. Assignment. Gentle Kids may assign this Agreement, in whole or in part, at any time without notice. Users may not assign this Agreement or transfer any rights with regard to this Agreement or the Program, without Gentle Kids’ express, prior, written consent. Any attempted assignment in breach of this Section 11(e) is void ab initio and a material breach of this Agreement.
    6. Force majeure. Gentle Kids will not be liable for failure to perform any obligations under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by the governmental entity, strike, and any other cause beyond Gentle Kids’ reasonable control). Gentle Kids will notify User of the force majeure event within a commercially reasonable time and will use commercially reasonable efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible after such event concludes.
    7. Order of precedence. If the terms in any of the sources in the following list conflict, the terms in the sources earlier in the list will control over conflicting terms in sources later in the list (although the mere absence of a term in one source may not, without more, be construed to conflict with a term present in another source): (1) this document; (2) any terms in, or referenced in, the Portal; and (3) any other terms incorporated by reference in this Agreement.
    8. Construction and interpretation. If a court of competent jurisdiction finds any part of this Agreement unenforceable, that part will be enforced to the maximum extent possible, to effect the parties’ intent, and the rest of the Agreement will continue in force. Section headings are intended solely for convenience and will not affect the meaning of this Agreement. Unless stated, or context requires otherwise: (1) “written” or “in writing” means a non-electronic document only, manually signed by authorized representatives of the writing party(ies); (2) all internal references are to this Agreement and its parties; (3) “days” means “calendar days”; (4) “may” means that the applicable party has a right, but not a concomitant duty; (5) “notify” means to provide notice under (and “notice” means a notice that complies with) Section 11(b); (6) a party’s choices related to this Agreement are in its sole discretion, subject to any implied duty of good faith; (7) the term “partner” as used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership; (8) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured; (9) the word “or” will be deemed to be an inclusive “or”; and (10) lists of examples following “including” or “e.g.” are not exhaustive (i.e., are interpreted to include “without limitation”), unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. This Agreement has been executed in English, which will be the sole and controlling language used to interpret or construe its meaning (except if otherwise required by Law).
    9. Miscellaneous.
      Each party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Each party will pay its own costs to perform and User has no expectation of payment from Gentle Kids related to this Agreement. All rights and remedies under this Agreement are cumulative. Terms and policies in or applicable to the Portal are deemed incorporated. No waiver of any breach will waive any other breach, and only written waivers are effective. This Agreement: (1) is the parties’ entire agreement on this subject and merges and supersedes all oral understandings, representations, prior discussions, letters of intent, or preliminary agreements to the extent related to this subject; (2) is formed as of the Effective Date; and (3) may be modified only as expressly provided in this Agreement. It neither merges nor supersedes any separate agreement between the parties (e.g., the SSA is neither merged nor superseded by this Agreement).
    10. Modifying the Agreement. Gentle Kids may modify this Agreement at any time, solely with prospective effect. Gentle Kids will notify User of any such modifications either through the Portal, in an email message, or through other reasonable means. When changes are made to the Agreement, Gentle Kids will post a new version on the Portal, which will include all changes and a revised “Last Updated” date. If User does not agree to any modifications, User (including its personnel) must immediately stop participating in (and accepting any benefits from) the Program. User’s (or any of its personnel’s) continued access of the Portal, or acceptance of any benefits of the Program constitutes acceptance of the modified Agreement.