Effective Date: 29 May 2025
This Terms and Conditions ("T&C") is a legal contract between you ("you," "your," or "user") and NGMT Limited and ImaKOL Market Limited, companies incorporated in the Hong Kong Special Administrative Region (collectively, "we," "us," or "our"). This T&C governs your use of the ImaKOL platform, including the website (www.imakol.com), ImaKOL mobile application, ImaKOL mobile apps on iOS and Android, and related internet services (collectively, the "Platform"), whether as a Guest or a registered user in the roles of Consumer, Merchant, or KOL. NGMT Limited provides SaaS subscription services, manages subscriptions, and receives subscription fees. ImaKOL Market Limited handles product sales, Merchant product listings, payment collection, and commission remittances to KOLs and Merchants.
By accessing or using the Platform, clicking "I Agree," "Accept," or "Yes" on any web form or pop-up referencing this T&C, registering an Account, placing an Order, listing Products, providing Advertising Services, or subscribing to SaaS Services, you agree to be bound by this T&C, all referenced policies (e.g., Privacy Policy, Relevant Rules), and any campaign-specific terms. If you do not agree, you must not use the Platform.
For the purposes of this T&C, the following capitalized terms have the meanings below:
[The English content for this section is missing. Please provide the translation corresponding to the comprehensive Chinese version to ensure both language versions are complete and consistent.]
Scope: Applies to users browsing the Platform without an Account.
Data Collection: NGMT Limited collects IP addresses, cookies, and browsing behavior per the Privacy Policy to personalize experiences and optimize performance.
Acceptable Use: Guests must not extract data via automated systems, transmit harmful content, or disrupt Platform functionality.
Liability: Guests use the Platform at their own risk. NGMT Limited and ImaKOL Market Limited are not liable for content accuracy or availability.
Cookies: Third-party cookies may collect browsing data, subject to third-party privacy policies. Disabling cookies may limit functionality.
Scope: Applies to users purchasing Products on the website.
Account Registration: Consumers must register an Account, providing accurate Registration Data (e.g., name, email, payment details). ImaKOL Market Limited may refuse or cancel registrations at its discretion.
Order Process: Product information on the website is an invitation to treat. No Contract exists between you and a Merchant until the Merchant ships the Products to your address. After submitting an Order, you will receive an Order Acknowledgment email from ImaKOL Market Limited confirming receipt, which does not constitute acceptance. Acceptance occurs only when the Merchant ships the Products, confirmed by a shipment notification email sent by ImaKOL Market Limited. If an Order includes multiple Products, they may be delivered in separate packages at different times, and each Contract relates only to the Products delivered.
Pricing and Payment: Product prices are set by Merchants and displayed on the website in multiple currencies (e.g., USD, EUR, GBP) for your convenience, based on your location or preferences. All transactions are finalized in the currency specified by ImaKOL Market Limited at checkout. Prices displayed at checkout are binding. If ImaKOL Market Limited discovers a pricing error in your Order, we may cancel the Order and notify you via email. To minimize unauthorized access, ImaKOL Market Limited encrypts your card data during transmission and does not retain credit card or bank account information, which is handled solely by third-party payment providers. Payment requires pre-authorization to confirm sufficient funds, and your card will be debited upon Order Acknowledgment. Promotional codes must be entered at the online checkout page; physical presentation is not accepted. By clicking "Submit Order," you confirm that the card or payment method belongs to you and has sufficient funds to cover the cost.
Delivery: Merchants are responsible for delivering Products to the address you specify in your Order. ImaKOL Market Limited facilitates communication between you and the Merchant but does not handle shipping. Delivery timelines are set by Merchants and communicated at checkout or in the Order Acknowledgment. ImaKOL Market Limited will notify you if a Merchant reports anticipated delays, but neither ImaKOL Market Limited nor NGMT Limited is liable for losses arising from late delivery, to the extent permitted by law. Upon delivery, you may need to sign for receipt. If you are unavailable, the Merchant may attempt re-delivery or contact you to arrange alternatives. Risk in the Product passes to you upon delivery, unless delayed by your breach of obligations (e.g., providing an incorrect address), in which case risk passes when delivery would have occurred. Delivery may not be possible to some locations; the Merchant will inform you via ImaKOL Market Limited, and we may arrange cancellation if no alternative address is provided.
Returns and Refunds: Subject to Merchant policies, facilitated by ImaKOL Market Limited. Refunds may be issued as Award Points, non-exchangeable for cash. ImaKOL Market Limited is not liable for faulty Products or refund disputes.
Award Points: Earned on net payments, valid for one year, non-transferable, and forfeited on Account deletion. ImaKOL Market Limited may cancel Points for fraud or breaches.
Consumer Responsibilities for Product Disputes: As NGMT Limited and ImaKOL Market Limited act solely as facilitators between Consumers and Merchants, Consumers acknowledge that any dissatisfaction, claims, or disputes related to the quality, safety, legality, or performance of Products must be directed solely to the Merchant responsible for the Product's sale and delivery. Consumers agree not to initiate legal action against NGMT Limited or ImaKOL Market Limited for Product-related issues, as the Platform does not manufacture, sell, or deliver Products. Consumers further agree to exhaust all dispute resolution mechanisms provided by the Merchant and ImaKOL Market Limited's mediation process before pursuing any legal action. Frivolous, vexatious, or baseless legal actions against NGMT Limited or ImaKOL Market Limited may result in the Consumer being liable for all associated legal costs, including attorneys' fees, incurred by NGMT Limited or ImaKOL Market Limited.
Scope: Applies to users listing Products on the website through ImaKOL Market Limited or subscribing to SaaS Services provided by NGMT Limited for KOL marketing management.
Eligibility and Registration: Merchants confirm they are authorized to conduct business and list Products in their country of operation through ImaKOL Market Limited, and warrant authority to bind their entity for SaaS subscriptions with NGMT Limited. They must provide accurate Registration Data (e.g., country, contact details, organization details) and update promptly. NGMT Limited or ImaKOL Market Limited may reject or cancel registrations for false data or violations.
Product Listings: Merchants must procure and list Products in good faith on the website, providing accurate, comprehensive information in English and Chinese. They must update inventory promptly and refrain from listing prohibited, infringing, or reputation-harming Products. ImaKOL Market Limited oversees product listings and sales.
Order Fulfillment: Merchants must fulfill Orders within promised delivery windows, provide post-sales support (e.g., inquiries, returns), and comply with Relevant Rules. They must retain delivery receipts for 180 days and provide them upon ImaKOL Market Limited's request.
SaaS Subscription: NGMT Limited provides tools for KOL selection, campaign management, performance tracking, analytics, profile creation, sponsor connections, and payment processing. Subscriptions auto-renew unless opted out 30 days prior via the Platform's account management portal. Fees are paid monthly or annually to NGMT Limited, with 1.5% monthly interest on late payments. Additional licenses are prorated and charged immediately.
Commissions and Fees: Merchants pay ImaKOL Market Limited a percentage of gross revenue as commission for listed Products, varying by product category, plus additional fees (e.g., listing, marketing). ImaKOL Market Limited may adjust rates with notice. Material changes require mutual consent.
Scope: Applies to users subscribing to SaaS Services provided by NGMT Limited and/or participating in the KOL Program hosted by ImaKOL Market Limited.
SaaS Subscription: NGMT Limited provides tools for profile creation, sponsor connections, campaign management, payment processing, and analytics. Subscriptions auto-renew unless opted out 30 days prior via the Platform's account management portal. KOLs must provide accurate Registration Data and maintain Account security. Fees are paid monthly or annually to NGMT Limited, with 1% monthly interest on late payments.
KOL Program: KOLs perform Advertising Services, promoting Products via KOL's Media and earning Commissions from ImaKOL Market Limited on consumer purchases. They must select campaigns, comply with KPIs set by ImaKOL Market Limited, and ensure Advertising Materials are accurate, lawful, and compliant with disclosure laws (e.g., #ad). KOLs must provide verified Financial Details to ImaKOL Market Limited before receiving Commissions. Failure to provide or update within one year results in payment forfeiture, with ImaKOL Market Limited notifying KOLs of non-transferable payments. Commissions are paid monthly on the first day after data validation by ImaKOL Market Limited, via bank transfer or e-wallet, with each party bearing respective fees. ImaKOL Market Limited may deduct Commissions for unpaid Client payments, overpayments, failure to meet requirements, or invalid transactions (e.g., fraud, cancellations, resales).
Performance Assessment: ImaKOL Market Limited records performance periodically, with ImaKOL Market Limited's data prevailing in discrepancies. KOLs may check performance via online reports and must report disagreements immediately, with no claims accepted post-validation.
Compliance: KOLs must ensure KOL's Media complies with application store terms and Applicable Laws (e.g., intellectual property, privacy).
The Platform may link to third-party websites or services, such as payment processors, social media platforms, or analytics tools. NGMT Limited and ImaKOL Market Limited are not responsible for their content, privacy practices, functionality, or any losses or damages arising from their use. You access these services at your own risk and are subject to their terms and policies.
NGMT Limited and ImaKOL Market Limited may engage third-party providers to facilitate Platform operations, including payment processing, data storage, or advertising services. These providers operate under their own terms, and you agree to comply with them when using their services through the Platform. NGMT Limited and ImaKOL Market Limited are not liable for any interruptions, errors, or data breaches caused by these providers.
ImaKOL Market Limited uses third-party payment providers to process Consumer payments and Merchant remittances. NGMT Limited and ImaKOL Market Limited do not retain or store consumer credit card or bank account information; all payment details are securely processed and managed by these third-party providers in compliance with their terms and Applicable Laws. These providers may update credit card information to prevent service interruptions, per their policies. You are responsible for ensuring payment details are accurate and up-to-date. ImaKOL Market Limited is not liable for payment failures or disputes arising from third-party provider actions.
When interacting with third-party services, you must:
NGMT Limited and ImaKOL Market Limited may modify, suspend, or discontinue the Platform or SaaS Services, in whole or in part, with or without notice. Modifications may include updates to features, user interfaces, or service offerings to improve functionality or comply with legal requirements. NGMT Limited and ImaKOL Market Limited are not liable for any losses or damages resulting from such changes.
Scheduled or unscheduled maintenance may cause temporary suspensions of the Platform or SaaS Services. NGMT Limited and ImaKOL Market Limited will endeavor to communicate planned maintenance via Platform postings or email, but emergency maintenance may occur without notice. You acknowledge that downtime may affect access to services, and NGMT Limited and ImaKOL Market Limited are not liable for any resulting inconvenience or losses.
NGMT Limited and ImaKOL Market Limited strive to maintain continuous Platform availability but do not guarantee uninterrupted access. Factors such as internet connectivity, server issues, or third-party service failures may affect availability. You are responsible for maintaining adequate hardware, software, and internet access to use the Platform.
You agree to receive notifications from NGMT Limited or ImaKOL Market Limited regarding Platform updates, maintenance, or service changes via email, Platform postings, or other methods. Failure to receive or act on notifications does not exempt you from compliance with this T&C.
If any provision of this T&C is found invalid or unenforceable, it will be severed, and the remaining provisions will remain in full force and effect. NGMT Limited and ImaKOL Market Limited may replace invalid provisions with terms that align with the original intent, to the extent permitted by law.
You are an independent contractor, and no partnership, joint venture, employment, or agency relationship exists with NGMT Limited or ImaKOL Market Limited. You are solely responsible for your actions, obligations, and liabilities arising from your use of the Platform.
Any claims related to this T&C or Platform use must be filed within one year of the cause of action arising, or they are barred, except where prohibited by Applicable Laws.
You must comply with all Applicable Laws when using the Platform, including those related to data protection, consumer rights, intellectual property, and taxation. NGMT Limited and ImaKOL Market Limited may cooperate with law enforcement or regulatory authorities if required, including disclosing Your Content or Personal Data.
Provisions of this T&C that by their nature should survive termination (e.g., confidentiality, indemnification, limitation of liability) will remain in effect after termination of your Account or cessation of Platform use.
By using the Platform, you consent to receive electronic communications from NGMT Limited and ImaKOL Market Limited, including emails, Platform notifications, or text messages, regarding your Account, transactions, or Platform updates. You are responsible for ensuring your contact information is accurate and monitoring communications.
Any feedback, suggestions, or ideas you provide to NGMT Limited or ImaKOL Market Limited about the Platform may be used without compensation or attribution. You grant NGMT Limited and ImaKOL Market Limited a perpetual, royalty-free, worldwide license to use such feedback for Platform improvement or promotion.