Researcher/Bounty Hunter Terms and Conditions

1. Definition
Capitalized terms will have the meaning set forth in this Clause 1 or as otherwise defined in this Contract.
1.1 “Corporate” means a customer of Cyberbay using the Cyberbay Platform for Services, including to receive Testing Results.
1.2 “Cyberbay Property” means any property of any kind, tangible or intangible, which is acquired, created, developed, or licensed by Cyberbay prior to or outside the scope of this Contract and any improvement or modification thereof and all intellectual property rights therein, including without limitation the Cyberbay Platform and Services.
1.3 “Cyberbay Security Program” or “Program” means a bug bounty program, vulnerability disclosure program, next-generation penetration test program or such other on-demand or annual program offered by Cyberbay as described in this Contract. The Corporates that participate in each Cyberbay Security Program will be governed by the then-current Corporate Terms and Conditions, available at https://community.cyberbay.tech/terms/corporate as modified or supplemented by additional terms in the applicable program brief.
1.4 “Effective Date” has the meaning given in the Clause 3.4 of this Contract.
1.5 “Intellectual Property Rights” means all intellectual property rights, including but not limited to copyright, software rights, database rights, patent rights, rights to inventions, trademark rights, distinctive marks, design rights, semiconductor topography rights, trade secrets and know-how.
1.6 “Personal Data” means any data relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained, and in a form in which access to or processing of the data is practicable.
1.7 “Program Materials” includes the Corporate created description of the security-related and other services that the Corporate is seeking from Researchers, the terms, conditions, and requirements governing the Program to which the Researchers must agree, and the Rewards, if any, that the Corporate will award to Researchers who participate in the Program and any other materials made available by the Corporate to Researchers in connection with a Program.
1.8 “Researcher” means a natural person who participates in a Cyberbay Security Program. The Researcher performs Tests on a Target System through a VPN Zone provided by Cyberbay and within the framework of a Cyberbay Security Program. This person is a computer security researcher. The Researcher may individually act in a non-professional or professional capacity. In the Cyberbay Platform, Bounty Hunters shall have the same meaning of the Researchers.
1.9 “Rewards” means payment and other financial or non-financial rewards that are awarded to the Researchers participating in a Cyberbay Security Program.
1.10 “Services” means the services to be performed by Cyberbay for both Corporate and Researcher under this Contract and the Testing Services.
1.11 “Testing Services” means the services performed by Researchers and includes, but is not limited to, the vulnerability testing services and next generation penetration testing services performed by Researchers pursuant to Cyberbay Security Programs ordered by the Corporate.
1.12 “Target Systems” are the applications and systems that are the subject of the Testing Services.
1.13 “Test”means the tests that the Corporate wishes to run and that are compliant with the Cyberbay Security Program validated by Cyberbay. These Tests include any action to reach or penetrate a Target System, to analyse the level of security in place and to look for vulnerabilities there.
1.14 “Testing Results” means information about vulnerabilities discovered on the Target Systems that is submitted to the Corporate as part of the Testing Services.
1.15 “VPN Zone” means an automatic monitoring system (known as the “Lighthouse system” for tracking and analysing researchers' activities happening in Cyberbay platform..


2. Services
2.1 As a platform for both the Corporate and the Researcher, Cyberbay helps connect the Corporate and the Researcher through Cyberbay Security Program, including but not limited to, provide registration service, communication services with the Corporate for its purpose and needs, management service of the Program Materials of the Corporate, the organization and summary service of the Testing Results submitted by the Researcher, the after service communication with the Corporate, etc.
2.2 Except in cases of force majeure in accordance with Clause 13 of this Contract, Cyberbay shall, as part of a duty of best endeavours, ensure the availability and accessibility of the Cyberbay Platform and Services. Nevertheless, control and maintenance operations can be carried out at any time. Cyberbay endeavours to make sure, as much as possible, the duration of such operation shall not last more than twenty-four (24) hours uponthe beginning of the actual operation.


3. Register of the Account
3.1 When registering, the Researcher must provide certain information through the registration form available on the Cyberbay Platform, such information shall include but not limited to:
(1) Personal information: identifying data (name, surname); date of birth; nationality; country of residence; email address; telephone number; details about decision making capacity (e.g., directors and officers) at in any company and/or entity;
(2) Qualification information, such information shall include the CV of the Researcher and other information required by Cyberbay;
(3) Account information, such account shall be an account established in Hong Kong. If the Researcher is not able to provide a Hong Kong account for the Services, a Pay-pal account needs to be provided for the intended Services.

3.2 The Researcher guarantees that:
(1) he or she has the full capacity to sign this Contract and provide Testing Services for the Corporate;
(2) the information he or she provides is accurate, genuine and up to date and undertakes to update it as soon as necessary. If this information proves to be false, incomplete or obsolete, Cyberbay reserves the right to refuse registration and/or to interrupt the provision of Services in accordance with the provisions of Article 13 hereof;
(3) upon approval by Cyberbay under Clause 3.4 of this Contract, not to transfer, donate or assign the registered account to any third party unless such transfer, donate or assign is permitted by the relevant laws and/or regulations, effective legal document or any other conditions and approved by the Cyberbay Platform.

3.3 The Researcher is solely responsible for the consequences of not updating his or her information and expressly acknowledges that Cyberbay cannot be held liable for any misrepresentation regarding his or her identity.

3.4 Acceptance of this Contract is mandatory. The Researcher must tick the acceptance box of the Contract. By doing so, the Researcher expressly acknowledges that it has read the Contract and that it has given its consent. Upon this acceptance, and the check and verification by Cyberbay, Cyberbay will send notice to the Researcher through the Cyberbay Platform, informing the Researcher that the registration is complete and the Contract becomes effective between Cyberbay and the Researcher (“Effective Date”). The Researcher shall have the right to enjoy any Services provided by the Cyberbay Platform.


4. Service Procedure
4.1 The Cyberbay Platform is a platform which puts the Corporate and Researchers in contact so that the Corporate submit all or part of their Target Systems to Tests which will be carried out by the Researchers.

4.2 The service procedures are stated as follows:
(1) Upon registration of the Researcher and check and verification by Cyberbay according to Clause 3.4 of this Contract, the Researcher will be entitled to register and join any Cyberbay Security Program available on the Cyberbay Platform;
(2) The Corporate may place an Order on the Cyberbay Platform regarding the Cyberbay Security Program managed by the representative from their personal account opened on the Cyberbay Platform and prepay the certain amount of deposit to Cyberbay for the program, the actual amount of such deposit will be determined based on the complexity of the requirement of the Corporate;
(3) The Corporate provides the Program Materials, the list of skills or qualifications of Researchers to be invited to the Cyberbay Security Program;
(4) Cyberbay will collect and summarize the Program Materials and publish such document to the qualified Researchers;
(5) The Researchers will register its potential interest through Cyberbay Platform and upon the verification and arrangement by Cyberbay, perform the Tests in a designated VPN Zone provided by Cyberbay and send Testing Results to the Cyberbay Platform after the completion of the Test;
(6) A designated artificial intelligence algorithm executed by the Cyberbay Platform will verify the Testing Results and decide whether such results is satisfactory to the requirement of the Corporate;
(7) Upon the preliminary screen by the Cyberbay Platform, the Cyberbay Platform will publish the abstract with general statement of the Testing Results to the Corporate;
(8) The Corporate decides on which Testing Results to be accepted;
(9) If the Corporate accepts the Testing Result, the Corporate shall award Rewards to the Researcher who has made it possible to discover a valid flaw and who has established a clear relationship with a severity level in accordance with the Cyberbay Security Program.


5. Obligations of the Researcher
5.1 The Researcher shall only perform the Tests through the designated VPN Zone by Cyberbay and the breach of this obligation shall be deemed as a material breach of this Contract and result in termination of this Contract under Clause 14.2 of this Contract.

5.2 The Researcher shall inform Cyberbay without delay, by any means, of any error, fault or irregularity that he or she finds in the use of the Cyberbay Platform and/or Services, as soon as it becomes aware of it.

5.3 The Researcher shall not attempt to alter the headers or attempt to manipulate the pages of the Cyberbay Platform in such a way as to disguise, hijack, or modify the Cyberbay Platform. It is also prohibited to create a work or site derived from all or part of this Cyberbay Platform, or to resell or redistribute Cyberbay data.

5.4 The Researcher acknowledges that any use of the Services is made under his or her full and complete responsibility. Consequently, the Researcher acknowledges that the actions carried out on his or her account are presumed to be made by him or her and will be charged to him or her, it being up to the Researcher to provide proof to the contrary. Cyberbay reserves the right to suspend the Researcher's access to his or her account in case of proven compromise or in case of suspicion of compromise of his or her identification.

5.5 It is the responsibility of every Researcher to equip himself or herself in an appropriate manner, in particular in terms of computer and electronic communications, to access the Cyberbay Platform and the Services and to take all appropriate measures to protect himself or herself and Cyberbay from any attack or damage that could affect the data, software or contents stored on the platform. Cyberbay is not liable for the normal wear and tear of the Researcher's computer media.

5.6 All Researchers agree not to hinder the proper functioning of the Cyberbay Platform and/or the Services in any way whatsoever, in particular by transmitting any element likely to contain a virus or malicious Cyberbay Security Program likely to damage or affect the site and/or the Services and, more broadly, the information system of Cyberbay and its co-contractors.

5.7 All Researchers shall agree to comply with any applicable laws and regulations in both Hong Kong Special Administration Region and any other countries the Researchers reside in for the Tests performed, including but not limited to the laws and/or regulations for personal data protection, personal property etc.


6. Tests
6.1 The Researcher shall perform the Testing Services according to the instruction of Cyberbay and within the limits of the Cyberbay Security Program and the Program Materials defined by the Corporate.

6.2 The Researcher specifically agrees that:
(1) To strictly limit his or her action to the scope defined in the Cyberbay Security Program and Program Materials defined by the Corporate;
(2) Not to repeat any Test whatsoever outside the scope strictly defined by Cyberbay Security Program and Program Materials and once the Cyberbay Security Program is closed, any action carried out by the Researcher outside the limits set by the Cyberbay Security Program may result in the Researcher being held civilly and/or criminally liable and excluded from the Cyberbay Platform and Cyberbay shall be entitled to terminate this Contract under Clause 14.2 of this Contract and when it reaches the criminal standard, Cyberbay shall be entitled to report to the relevant authorities;
(2) Respect any data privacy policy that may be described in the Cyberbay Security Program;
(3) Keep strictly confidential the Corporate's information to which he or she may have had access during the Tests, including the vulnerabilities and, if applicable, the personal data to which he or she may have had access. Failing this, the Researcher could be bound by civil and criminal liability and Cyberbay shall be entitled to terminate this Contract under Clause 14.2 of this Contract;
(4) Use the Corporate's information for purposes strictly necessary for the proper performance of the Tests;
(5) Not to use the Corporate's information for the development, production or marketing of a system that infringes the Corporate's rights, its activity and/or competes directly or indirectly with it;
(6) Guarantees that he or she respects all of the Corporate's Intellectual Property Rights, in particular, during the performance of the Tests, including but not limited to the software used and operating licenses;
(7) Not participate in any Cyberbay Security Program to which he or she has not been invited by Cyberbay;
(8) In case the Researcher is in contact with the Corporate, he or she is solely responsible for the content of his or her exchanges with the Corporate;
(9) Not to distribute any defamatory information of the Cyberbay Platfom, affecting the development of and/or cooperation with the Cyberbay Platform;
(10) He or she shall comply with internal policy of PricewaterhouseCoopers Limited if the Researcher is a PwC employee/partner. PwC employees/partners are not permitted to provide testing services to restricted entities of PwC firms. Researchers that are PwC employees/partners should therefore check the restriction status of each Corporate prior to performing any testing and ensure that the Corporate is not a restricted entity of any PwC firm.

6.3 When submitting a Testing Results, the Researchers shall comply with the following requirements, including but not limited to:
(1) For the Testing Results published by the Researchers on the Cyberbay Platform, the Researchers shall ensure the legality of the methods, measures, tools and means for studying the vulnerability, and the Cyberbay Platform shall not bear any legal liability for such vulnerabilities;
(2) The Researchers shall not privately contact the Corporate through other means instead of the contact through Cyberbay Platform;
(3) Before relevant security measures are taken, the Researchers shall not verify the vulnerabilities of systems with extremely poor security or extremely unstable system;
(4) The Researchers may, according to the guidelines for submission of Testing Results, submit the information on security vulnerabilities that may lead to application data loss and tampering, privacy disclosure and even property loss to the Cyberbay Platform for the confirmation by the Corporate;
(5) The Researchers shall submit the Testing Results to the Cyberbay Platform on the basis of good faith, and the Researchers agree and ensure that when the Testing Results are submitted through the Cyberbay Platform, the Researchers have found the existence of the vulnerabilities in a lawful and proper manner and have not obtained such information by theft or any immoral or illegal means; the Researchers guarantee the legality of all contents contained in any Testing Results.

6.4 The Researchers shall not use the vulnerability found on the Cyberbay Platform and the relevant vulnerability information provided by the Cyberbay Platform for any illegal purpose, and shall comply with the specific requirements including but not limited to:
(1) to comply with the applicable laws and regulations;
(2) to comply with all network protocols, regulations and procedures relating to network services;
(3) not to use the network service system of the Cyberbay Platform for any illegal purpose;
(4) not to use the network service system of the Cyberbay Platform to carry out any act that may adversely affect the normal operation of the internet or mobile network;
(5) not to upload, display or disseminate any false, disturbing, insulting, abusive, intimidating, vulgar or obscene information through the Cyberbay Platform;
(6) not to infringe upon the patent, copyright, trademark, reputation or any other legitimate rights and interests of Cyberbay and any third party;
(7) to notify the Cyberbay Platform of any illegal use of the Platform's account or any security breach in the account.

6.5 The Researchers shall not engage in the following activities by using the vulnerability services and relevant information on the Cyberbay Platform:
(1) Accessing the Target System without permission;
(2) Deleting, modifying or increasing the functions of the Target System without permission;
(3) Deleting, modifying or increasing the data and application programs stored, processed or transmitted in the Target System without permission;
(4) Intentionally producing or spreading computer viruses or other destructive programs;
(5) Other acts endangering the security of computer information networks.

6.6. The Researchers hereby confirm and acknowledge that:
(1) despite the fact that the Researchers submit the Testing Results, the Cyberbay Platform may not submit such results to the Corporate if the artificial intelligence algorithm in the Cyberbay Platform decides that such submission does not meet the requirement of the Corporate;
(2) despite the fact that the Testing Results have been approved by the Cyberbay Platform and sent to the Corporate, the Corporate may not accept such Testing Results and there might not be any awards to the Researcher.
However, if upon the submission of the Testing Results and the approval by the Cyberbay Platform for the validity and applicability of such document, the Corporate does not award the Researchers, the Researcher may appeal to the Cyberbay Platform. If the Cyberbay Platform decides that the Testing Results have satisfied the requirement of the Corporate and are comparatively outstanding, the Cyberbay Platform may contact the Corporate and award the Researchers the platform points, which may be used to deduct the Processing Fees and/or any other benefits the Cyberbay Platform deems appropriate.


7. Fees
7.1 Subject to the Clause 6.6 of this Contract, the Researcher may be awarded a Reward for submitting Testing Results to the Corporate for a particular program, if the submitted Testing Results meet the Corporate's requirements described in the Program Materials and the Corporate accepts such Testing Results. The Researcher understands that the Cyberbay Platform will deduct certain percentage of such Reward for Cyberbay's services provided to both the Corporate and the Researchers (“Processing Fees”). The Processing Fees shall equal to 10% to 30% of each monetary Reward awarded to the Researcher depending on complexity of the program and the Services provided by the Cyberbay. Upon deducting the Cyberbay Fees, Cyberbay will process Reward(s) that are monetary payments from the Corporate, and will typically remit the Reward payments to the Researcher within ten (10) business days after Cyberbay receives the Reward payment from the Corporate (or, if Cyberbay has a prepayment deposit from the Corporate's accounts for the program, within ten (10) business days after Corporate notifies Cyberbay that the Researchers have been awarded the Reward). Cyberbay is not responsible for delays in payment outside of Cyberbay's reasonable control.

7.2 The Researcher may remain anonymous by using a pseudonym. To be eligible to receive a Reward, however, the Researcher must provide Cyberbay with accurate, complete, and up-to-date information about himself/herself, including the address, tax identification number (if applicable), and any other information that Cyberbay reasonably requests, to allow Cyberbay to legally send any Reward to the Researcher and file any appropriate tax form following year end. If the Researcher does not provide this information to Cyberbay, any Reward that would otherwise be paid to the Researcher will be paid to a charity of Cyberbay's choice.

7.3 The Researcher is solely responsible for paying any and all taxes related to the Reward payments.

7.4 All costs and authorisations necessary for the connection, access and use of the Cyberbay Platform and/or Services are and remain at the charge of the Researcher.


8. Independence Relationship
8.1 The Researcher hereby acknowledges and confirms that Cyberbay does not control or supervise the Researchers, and the Researchers are not employees of Cyberbay. Researcher acknowledges and agrees that a Researcher's relationship to Cyberbay is not that of an independent contractor. Nothing in this Contract is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between the Researchers and Cyberbay or between Corporate and Cyberbay or any of Cyberbay's employees, agents, or contractors. The Researchers are not agents of Cyberbay and are not authorized to act on behalf of Cyberbay.


9. Confidentiality
9.1 “Confidential Information”means any confidential or proprietary business or technical information about a party related to the Services or a Cyberbay Security Program, including the Cyberbay Platform and the content of Testing Results. Confidential Information does not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; or (iii) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality.

9.2 Cyberbay understands that it may receive Confidential Information of the Researcher, the Researcher understands that he or she may receive Confidential Information of the Corporate or Cyberbay. The receiving party agrees not to divulge to any third party any Confidential Information of another party and not to use any Confidential Information of another party for any purpose not contemplated by the Contract.


10. Ownership and Licenses
10.1 Cyberbay does not claim any ownership rights in any Testing Results. The Researcher agrees that Cyberbay may collect statistical and other information about the Testing Results and use that information for Cyberbay's benefit. Except for any Testing Results, Cyberbay and its licensors exclusively own all rights, titles, and interest in and to the Services and content contained in the Services, including all Intellectual Property Rights. The Services and Cyberbay content are protected by copyright, trademark, and other laws of Hong Kong and foreign countries.

10.2 By making any Testing Result available to the Corporate through the Services, the Researcher hereby grants to Cyberbay a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, reproduce, display, modify, adapt, transmit, and distribute copies of that Testing Result, for the sole purpose of providing the Services.

10.3 By making any Testing Result available to the Corporate through the Services, the Researcher hereby grants to the Corporate a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, reproduce, display, modify, adapt, transmit, and distribute copies of that Testing Result.

10.4 Cyberbay hereby grants to the Researcher a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use the Cyberbay Platform and access and view the content that Cyberbay makes available on the Cyberbay Platform solely in connection with the Researcher's permitted use of the Cyberbay Platform. Cyberbay may change or discontinue all or any part of the Cyberbay Platform, including the Researcher's access to it, at Cyberbay's discretion.


11. Indemnification
11.1 The Researchers will indemnify, defend, and hold harmless Cyberbay and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of a third party claim (i) that the Testing Results infringe upon a patent, copyright, trademark, trade secret or any other intellectual properties of a third party, or (ii) arising from the Corporate's use of a Testing Result.

11.2 Cyberbay will indemnify, defend, and hold harmless the Researchers from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of a third party claiming that the Cyberbay Platform infringes upon a patent, copyright, trademark, trade secret or any other intellectual properties of a third party, provided that Cyberbay shall not be responsible for any such claim to the extent arising out of or relating to a Testing Result.

11.3 The indemnified party shall give prompt written notice of all claims for which indemnity is sought and shall cooperate in defending against such claims, at the expense of the indemnifying party. The indemnifying party shall conduct and have sole control of the defense and settlement of any claim for which it has agreed to provide indemnification; provided that the indemnified party shall have the right to provide for its separate defense at its own expense.


12. Limitation of Liability
12.1 Every Researcher acknowledges that it knows and understands the Internet and its limitations and, in particular, its functional characteristics and technical performance, the risks of interruption, the response times for consulting, querying or transferring information or the risks inherent in any transfer of data. Cyberbay is not liable for the unavailability of networks that are not entirely under its direct control.

12.2 NO PARTY TO THE TERMS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

12.3 The Researcher hereby agrees and acknowledges that Cyberbay cannot be held liable for any resulting consequences due to the activities of the Corporate.

12.4 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CYBERBAY'S TOTAL LIABILITY TO THE RESEARCHER ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED $1,000.

12.5 Cyberbay will not be liable in any way for any program, including any errors or omissions in any Program Materials, or any loss or damage incurred as a result of the Researcher's reliance on any Program Materials.


13. Force Majuere
13.1 Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations hereunder. Inability to pay is not Force Majeure. In addition to the circumstances generally accepted by the applicable law, the following circumstances are expressly considered to be cases of force majeure or fortuitous events: total or partial strikes, lockouts, riots, civil unrest, insurrection, civil or foreign wars, nuclear risks, embargos, confiscation, capture or destruction by any public authority, bad weather, epidemics, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes in forms of marketing, blocking of electronic communications, including electronic communications networks and any challenge to the cryptographic means implemented by Cyberbay.

13.2 Cyberbay cannot be held liable for any delay in the execution of its obligations or for any non-performance of its obligations resulting from the Contract when the circumstances giving rise thereto are force majeure events.

13.3 Any case of force majeure affecting the performance of the obligations resulting from the Contract and in particular the access or use of the Services by the Corporate shall suspend, from the date of its occurrence, the performance of the Contract.

13.4 It is expressly agreed between the Parties that the implementation of palliative means by Cyberbay during the occurrence of a case of force majeure shall not give rise to any liability or compensation on the part of Cyberbay.


14. Suspension and Termination
14.1 Cyberbay reserves the right to temporarily suspend all or part of the Service and the Researcher's account for reasons related to the security of the Service, the Researcher's security or a breach or suspected breach by the Researcher of any of his or her obligations hereunder.

14.2 Cyberbay also reserves the right to unilaterally terminate this contractual relationship resulting from the Contract in the event that the Researcher demonstrates serious and/or repeated breaches of any of his or her obligations hereunder.

14.3 Cyberbay may terminate the Contract immediately upon written notice without any penalty to Cyberbay in the event that circumstances arise that would, in the sole discretion of Cyberbay, make continuation of all or any portion of the Contract conflict with any applicable law, rule, auditor's independence or other professional regulations, standards or guidelines to which Cyberbay or a PwC firm (PricewaterhouseCoopers global network of firms) conforms. Upon termination of this Contract, Researchers shall cease their activities under this Contract.

14.4 Such termination will be accomplished by means of a written notification to the Researcher. It will be done as of right, without delay and without prejudice to the damages that Cyberbay could ask for.


15. Governing Law and Jurisdiction
15.1 This Contract will be governed by and construed in accordance with the laws of Hong Kong.

15.2 Any dispute, controversy, difference or claim arising out of or relating to this Contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.


16. Data Protection
16.3 The Personal Data which are communicated by the Researcher on the Cyberbay Platform are necessary for the use of the platform and the Services.

16.4 Cyberbay will use and maintain the Personal Data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong, for more information about the personal data protection, please visit https://www.cyberbay.tech/privacy-policy for further details.


17. Miscellaneous
17.1 The Contract constitute the entire and exclusive understanding and agreement between Cyberbay and the Researcher, and supersede and replace any and all prior oral or written understandings or agreements between Cyberbay and the Researcher regarding the Services.

17.2 If any provision of the Contract is held to be invalid, prohibited, or otherwise unenforceable by legal authority of competent jurisdiction, the other provisions of the Contract shall remain enforceable, and the invalid or unenforceable provision shall be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

17.3 The Contract is assignable by Cyberbay and will bind and inure to the benefit of the parties, their successors, and assigns. The Researcher may not assign the Contract without Cyberbay's prior written consent, not to be unreasonably withheld.

17.4 Any notices or other communications provided by Cyberbay under the Contract, including those regarding modifications to the Contract, will be given via email or by posting to the Cyberbay Platform. However, the Cyberbay Platform will not guarantee the receipt or timely receipt of such information by the Researcher, and shall not be responsible for such failure. Therefore, it is the Researcher's responsibility to make sure he/she has adopt any actions to keep himself/herself updated with any information sent by the Cyberbay Platform. If any losses and/or damages incurred due to the failure of the Researcher to comply with this Clause, the Cyberbay Platform shall not be responsible for any such losses and/or damages.

17.5 Cyberbay reserves the right to make changes to the Contract, the Cyberbay Platform and the Services. Any modification will be notified to the Researcher when she or he logs in to his or her personal account. The new version of the Contract will also be available on the site. It will come into force within EIGHT (8) days following the email sent by Cyberbay or any other date that may be indicated by Cyberbay. In case of disagreement with the new provisions, the Researcher agrees to cease all use of the Cyberbay Platform and/or the Services which will result in de facto termination of the Contract.

17.6 A party's failure to enforce any right or provision of the Contract will not be considered a waiver of such right or provision. Any such waiver will be effective only if in writing and signed by a duly authorized representative of the party issuing such waiver.


18. Services for BBS forum
18.3 Cyberbay is hosting a BBS forum on the Cyberbay Platform so that the Researchers could communicate, share and learn with each other.

18.4 The Researcher, upon completion of registration under Clause 3 of this Contract, shall be entitled to use the BBS forum in ways of reading and publishing articles, sharing the Researcher's own experiences and/or technics in the forum.

18.5 The Researcher may be able to raise its level and acquire forum points by publishing articles. The specific experiences and forum points acquired will be subject to specific rules of the forum.

18.6 The Researcher shall be entitled to publish useful tools and/or program in the forum with requirement for other Researchers to pay the forum points, provided that the Researcher shall guarantee that the ownership of such tools and program is acquired by the Researcher himself/herself.

18.7 The Researcher shall guarantee that the content he/she published in the forum:
(1) does not violate any rules and/or regulations of the applicable laws and regulations;
(2) does not include any political propaganda, feudal superstition, obscenity, pornography, gambling, violence, terrorism or abetting crime;
(3) does not infringe the intellectual property rights of others or involve third parties' trade secrets and other proprietary rights;
(4) does not include any information that is insulting, defamatory, intimidating, involving the privacy of others and other infringement of the legitimate rights and interests of others;
(5) does not include other information that is contrary to the public interest or public morality.