1 Welcome to the Morningkall platform (the "Site"). Please read the following Terms of Service carefully before using this Site or opening a Morningkall account ("Account") so that you are aware of your legal rights and obligations with respect to Morningkall Southeast Asia Limited and its affiliates and subsidiaries (individually and collectively, " Morningkall", "we", "us" or "our"). The "Services" we provide or make available include (a) the Site, (b) the services provided by the Site and by Morningkall client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services ("Content"). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Morningkall.
2 The Services include an online platform service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Morningkall is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Morningkall is not involved in the transaction between Users. Morningkall may or may not pre-screen Users or the Content or information provided by Users. Morningkall reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Morningkall cannot ensure that Users will actually complete a transaction.
4 Morningkall reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Morningkall may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Morningkall may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.
5 Morningkall reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.
BY USING MORNINGKALL SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.
(ii) agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Morningkall; and
(iii) shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Morningkall’s prior written consent.
2.2 Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
3. LIMITED LICENSE
3.1 Morningkall grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Morningkall and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website). Morningkall grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Morningkall and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
3.2 You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Morningkall. You acknowledge that Morningkall may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.
Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Morningkall reserves all rights to the software not expressly granted by Morningkall hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Morningkall.
5. ACCOUNTS AND SECURITY
5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Morningkall of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Morningkall will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.
5.3 You agree that Morningkall may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily withhold any sale proceeds or refunds, and/or take any other actions that Morningkall deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) buying products on the Site for the purpose of commercial re-sale, (f) abnormal or excessive purchasing of products from the same Seller or related group of Sellers, (g) voucher abuse (including, but not limited to, selling of vouchers to third parties and abnormal or excessive use of vouchers on the Site), or (h) behaviour that is harmful to other Users, third parties, or the business interests of Morningkall. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Morningkall may terminate your Account immediately with or without notice.
5.4 Users may terminate their Account if they notify Morningkall in writing (including via email at email@example.com) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Morningkall after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. Morningkall shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Morningkall.
5.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.
6. TERM OF USE
6.1 The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Morningkall may effect such termination with or without notice to you.
6.2 You agree not to:
(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;
(c) upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;
(d) use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(f) remove any proprietary notices from the Site;
(g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Morningkall;
(h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
(i) use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
(j) open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;
(k) access the Morningkall platform, open a user account, or otherwise access your user account using any non-official Morningkall hardware or software, including but not limited to an emulator, simulator, bot or other similar hardware or software;
(l) manipulate the price of any item or interfere with other User's listings;
(m) take any action that may undermine the feedback or ratings systems;
(n) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Morningkall with respect to the Services and/or data transmitted, processed or stored by Morningkall;
(o) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
(p) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(q) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(r) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;
(s) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
(t) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;
(u) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
(v) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
(w) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;
(x) use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury;
(y) use the Services to violate the privacy of others or to "stalk" or otherwise harass another;
(z) infringe the rights of Morningkall, including any intellectual property rights and any passing off of the same thereof;
(aa) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
(bb) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.
6.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Morningkall, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Morningkall be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.
6.4 You acknowledge that Morningkall and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. Without limiting the foregoing, Morningkall and its designees shall have the right to remove any Content (i) that violates these Terms of Service; (ii) if we receive a complaint from another User; (iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Morningkall or submitted to Morningkall, including, without limitation, information in Morningkall Forums and in all other parts of the Site.
6.5 You acknowledge, consent to and agree that Morningkall may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Morningkall or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Morningkall, its Users and/or the public.
7. VIOLATION OF OUR TERMS OF SERVICE
7.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:
⦁ Listing deletion
⦁ Limits placed on Account privileges
⦁ Account suspension and subsequent termination
⦁ Criminal charges
⦁ Civil actions, including without limitation a claim for damages and/or interim or injunctive relief
7.2 If you believe a User on our Site is violating these Terms of Service, please contact firstname.lastname@example.org
8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
8.1 The Users are independent individuals or businesses and they are not associated with Morningkall in any way. Morningkall is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.
8.2 If you are an intellectual property right owner (“IPR Owner”) or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us in writing by email to email@example.com and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Morningkall will respond to your complaint as soon as practicable.
8.3 Complaints under this Section 8 must be provided in the form prescribed by Morningkall, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow Morningkall to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (f) a statement by the Informant that the information in the notification is accurate, indemnify us for any damages we may suffer as a result of the information provided by and that the Informant has the appropriate right or is authorised to act on IPR Owner’s behalf to the complaint.
9. PURCHASE AND PAYMENT
9.1 Morningkall supports one or more of the following payment methods in each country it operates in:
(i) Credit Card
Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.
(ii) Bank Transfer
Buyer may make payments through an Automated Teller Machine or internet bank transfer (“Bank Transfer”) to our designated Morningkall Guarantee Account (as defined in Section 11). Buyer must provide Morningkall with the transfer receipt or payment transaction reference for verification purposes through the ‘Upload Receipt’ function found in Morningkall’s app as payment confirmation. If payment confirmation is not received by Morningkall within three (3) days, Buyer’s order will be cancelled.
(iii) cash payment (COD)
Please pay for the item to the delivery person in exchange for the package.
9.2 Buyer may only change their preferred mode of payment for their purchase prior to making payment.
9.3 Morningkall takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.
10. MORNINGKALL GUARANTEE
10.1 Morningkall Guarantee is a service provided by Morningkall or its authorised agent to protect purchases. To protect against the risk of liability, payment for purchases made to Seller using the Services will be held by Morningkall or its authorised agent (“Morningkall Guarantee Account”). Seller will not receive interest or other earnings from the sum you have paid into Morningkall Guarantee Account.
10.2 After Buyer makes payment for his/her order (“Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Morningkall Guarantee Account until:
(a) Buyer sends confirmation to Morningkall that Buyer has received his/her goods, in which case, unless 12.2(d) applies, Morningkall will release Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) in Morningkall Guarantee Account to Seller;
(b) Morningkall Guarantee Period (or any approved extension under 12.3) expires, in which case, unless 12.2(c) or 12.2(d) applies, Morningkall will release Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) in Morningkall Guarantee Account to Seller;
(c) Morningkall determines that Buyer’s application for a return of goods and/or refund is successful, in which case, unless 12.2(d) applies, Morningkall will provide a refund to Buyer, subject to and in accordance with the Refunds and Return Policy;
(d) such other time as Morningkall reasonably determines that a distribution of Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below), and (if applicable) the Cross Border Fee (defined below)) is appropriate, including, without limitation, where it deems reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.
Morningkall Guarantee is only offered to Buyers who have made payment through the channels provided by Morningkall into Morningkall Guarantee Account. Offline arrangements between Buyer and Seller will not be covered under Morningkall Guarantee.
10.3 Payments made through Morningkall channels will be held in the Morningkall Guarantee Account for a specified period of time (the “Morningkall Guarantee Period”). To find out more about the Morningkall Guarantee Period, please click this link. Buyer may apply for a one-time extension of Morningkall Guarantee Period prior to the expiry of the applicable Morningkall Guarantee Period, subject to and in accordance with the Refunds and Return Policy. Upon Buyer’s application, Morningkall Guarantee Period may be extended for a maximum period of three (3) days unless Morningkall in its sole discretion determines that a longer extension is appropriate or required.
10.4 If, for any reason, the Seller's bank account cannot be credited and/or the Seller cannot be contacted, Morningkall will use reasonable endeavours to contact the Seller using the contact details provided by him/her. In the event that the Seller cannot be contacted and the Buyer’s Purchase Monies remain unclaimed for more than twelve (12) months after they become due to the Seller, Morningkall will deal with such unclaimed Buyer's Purchase Monies in accordance with any applicable laws.
10.6 The Morningkall Guarantee is in addition and without limitation to Buyer’s and Seller’s obligations under applicable law, which may go above and beyond what is provided for by the Morningkall Guarantee. The Morningkall Guarantee is neither intended nor designed to assist Buyer or Seller in complying with its own legal obligations, for which each party will remain solely responsible, and Morningkall accepts no liability in connection with the same. Without limitation, the Morningkall Guarantee does not constitute a product warranty.
10.7 Buyer and Seller acknowledge and agree that Morningkall’s decision (including any appeals) in respect of and relating to any issues concerning the Morningkall Guarantee is final.
10.8 For the avoidance of doubt, any transactions not conducted on the Site will not qualify for the protection offered by Morningkall Guarantee.
11.1 When Morningkall receives the Buyer’s purchase amount, contact the shipping company to prepare for delivery. Morningkall should make necessary arrangements to deliver purchased goods to Buyer and provide Buyer with such details as Shipping Company name, tracking number, etc. via Site.
11.2 Morningkall shall do its best to enable Buyer to receive purchased goods within the warranty period specified by Morningkall or within the period (for COD payment).
11.3 Acknowledge and agree to contact the logistics service provider for liability for damages, expenses, expenses or fees incurred in Morningkall in the event of any damage, loss, or failure of the goods purchased in the course of delivery.
11.4 For cross-border transactions. The user understands and acknowledges that the product is being sold from a distributor based seller in the Hong Kong area(except Philippines, Vietnam) and that the import and export of the product is subject to local laws and regulations, provided the product list states that the product will be shipped from abroad. The user shall be familiar with all import and export restrictions applicable to the specified country. Users acknowledge that Morningkall cannot provide any legal advice in this regard, and agree that Morningkall does not bear any risks or responsibilities associated with the import and export of each country.
11.5 Buyer shall not arbitrarily designate any other logistics company other than those provided by Morningkall.
12. CANCELLATION, RETURN AND REFUND
12.1 Buyer may only cancel his/her order prior to the payment of Buyer’s Purchase Monies into Morningkall Guarantee Account.
12.2 Buyer may apply for the return of the purchased item and refund prior to the expiry of Morningkall Guarantee Period, if applicable, subject to and in accordance with Morningkall’s Refunds and Return Policy. Please refer to Morningkall’s Refunds and Return Policy for further information.
12.3 Morningkall reserves the right to cancel any transaction on the Site and Buyer agrees that Buyer’s sole remedy will be to receive a refund of the Buyer’s Purchase Monies paid into Morningkall Guarantee Account.
12.4 If you have repaid your transaction with a cash payment (COD) and you have successfully received a refund in accordance with Morningkall's refund and return policy, Morningkall will refund the amount you actually paid, and the repaid cash payment (COD) will be repaid to you separately through the delivery company.
12.5 Morningkall does not monitor the cancellation, return and refund process for offline payment.
13.1 In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Morningkall shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
13.2 Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Morningkall or its Affiliates (except where Morningkall or its Affiliates is the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.
13.3 Users covered under Morningkall Guarantee may send written request to Morningkall to assist them in resolving issues which may arise from a transaction upon request. Morningkall may, at its sole discretion and with absolutely no liability to Seller and Buyer, take all necessary steps to assist Users resolving their dispute. For more information, please refer to Morningkall’s Refunds and Return Policy..
14.1 Morningkall welcomes information and feedback from our Users which will enable Morningkall to improve the quality of service provided. Please refer to our feedback procedure below for further information:
(i) Feedback may be made in writing through email to or using the feedback form found on the App.
(ii) Anonymous feedback will not be accepted.
(iii) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
(iv) Vague and defamatory feedback will not be entertained.
15.1 THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MORNINGKALL OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORNINGKALL DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
15.2 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15.3 MORNINGKALL HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE MORNINGKALL AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.
16. EXCLUSIONS AND LIMITATIONS OF LIABILITY
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MORNINGKALL BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF MORNINGKALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.
16.3 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY MORNINGKALL’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF MORNINGKALL THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.
17. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
18. FRAUDULENT OR SUSPICIOUS ACTIVITY
If Morningkall, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Morningkall, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
(a) We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;
(b) We may suspend your eligibility for Morningkall Guarantee;
(c) We may refuse to provide the Services to you now and in the future;
(d) We may hold your funds for a period of time reasonably needed to protect against the risk of liability to Morningkall or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.
For the purposes of this Section:
"Chargeback" means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
"Claim" means a challenge to a payment that a Buyer or Seller files directly with Morningkall.
"Reversal" means the reversal of a payment by Morningkall because (a) it is invalidated by the sender's bank, (b) it was sent to you in error by Morningkall, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Morningkall policy, or (e) Morningkall decided a Claim against you.
You agree to indemnify, defend and hold harmless Morningkall, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Morningkall or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the Morningkall Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Morningkall, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.
If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
21. GOVERNING LAW
These Terms of Service shall be managed and interpreted in accordance with the laws of the Republic of Korea law, regardless of the conflict of law rules. To the extent applicable, the International Contract for Sale of Goods and the United Nations Convention on the Uniform Computer Information Trading Act are expressly rejected. Unless otherwise required by applicable law, any kind of dispute, dispute, claim, or difference arising from or relating to this Service Agreement with respect to this Service Agreement or any party to indemnity under this Service Agreement shall be referred to and finally resolved by arbitration of the Republic of Korea.There will be one arbitrator and the arbitration language will be in English.
22. GENERAL PROVISIONS
22.1 Morningkall reserves all rights not expressly granted herein.
22.2 Morningkall may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.
22.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
22.4 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Morningkall, nor does it authorise you to incur any costs or liabilities on Morningkall’s behalf.
22.5 The failure of Morningkall at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
22.6 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Morningkall's affiliates and subsidiaries (and each of Morningkall's and its affiliates' and subsidiaries' respective successors and assigns).
22.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
22.8 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at: firstname.lastname@example.org.
LEGAL NOTICES: Please send all legal notices to email@example.com and Attention it to the “General Counsel”.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.
Last Updated: 24 September 2020