|/ TERMS & CONDITIONS
SCMP.COM ONLINE SERVICE AGREEMENT
SCMP.com is an internet-based online information and communication service (the "Service"). Please read this online service agreement (this "Agreement") before using the service. By continuing to use SCMP.com, you agree to abide by the terms and conditions of this agreement.
1. GENERAL RULES
By registering for or using the service, you agree to be bound by all of the terms of this agreement throughout the process and use of the service. South china morning post publishers limited ("SCMPP" or "We", "Us"), reserve the right to modify the terms of this agreement or any features of the service at any time. Such modification shall be effective immediately upon either posting of the modified agreement or feature, as the case may be, or notifying you. You agree to review this agreement periodically to ensure that you are aware of any modifications. Your continued access or use of the service shall be deemed your conclusive acceptance of the modified agreement. SCMP.com may also impose limits on certain features and services or restrict your access to parts or all of the service without notice or liability.
2. CONTENT AND USER SUBMISSIONS
2.1 The contents of the Service, including, but not limited to text, photographs, graphics, video and audio content (the "Content") is protected by copyright as a collective work or compilation under the copyright laws enforced in the Hong Kong SAR and other countries, and owned or controlled by SCMPP, its affiliates, licensors or the party credited as the provider of the Content. All individual articles, content and other elements comprising the Content are also copyrighted works. You must abide by all additional copyright notices or restrictions contained in the Service. By posting any content on the Service, a user is assigning to SCMPP and its affiliates all of such user's copyright in such content and granting to SCMPP and its affiliates the right to display such content on the Service and their affiliated publications and to use such content for promotional and marketing purposes.
2.2 Except for Content you have posted on the Service, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of the Service. Without limiting the generality of the foregoing, you may not distribute any part of the Service or Content over any network, including a local area network, nor sell or offer it for sale or use it in connection with the issuance, trading, marketing or promotion of investment products. In addition, these files may not be used to construct any kind of database.
2.3 We have designed SCMP.com for presentation of the Content in a unique format and appearance to our users. We are concerned about the integrity of the Service when it is viewed in a setting created by a third party that includes advertising or other materials that we have not authorised to be displayed with the Service. Without limiting the generality of Clause 2.1, you shall not make use of or assist or facilitate any third party to make use of the Content in any manner that constitutes an infringement of our rights (including copyright), including but not limited to "framing", downloading or establishing unauthorized links to any part of the Content on your or any third party's Web site.
3. FORUMS AND DISCUSSION GUIDELINES
In the event facilities enabling users of SCMP.com to upload or post any messages on the website including, without limitation, message boards, blogs, forums or other instant message facilities (the "Forums") are available in the Service, the terms and conditions in this Clause 3 shall apply and bind you:
3.1 You shall not upload post, transmit, or distribute or otherwise make available on the Forums any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material.
3.2 You agree that you will not threaten or verbally abuse other users, use defamatory or indecent language, or deliberately disrupt discussions with repetitive messages, meaningless messages or spam.
3.3 You agree not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Service.
3.4 You agree not to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Securities and Futures Commission of Hong Kong, any rules of any national or other securities exchange, including, without limitation, the Hong Kong Stock Exchange, Shenzhen Stock Exchange, Shanghai Stock Exchange or the NASDAQ, and any regulations having the force of law.
3.5 You undertake not to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam or any other form of solicitation.
3.6 Uploading or posting messages containing libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material is a material breach of this Agreement. SCMPP reserves all its rights in enforcing its rights in case of your breach and may immediately and permanently suspend your access to all or part of the Service.
3.7 Messages you uploaded or posted on the Forums shall not be of any commercial nature. You shall not, without the express approval of SCMPP, distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services.
3.8 You are solely responsible for any liability arisen from the publication of your messages. However, SCMPP shall have the right (but not the obligation) to review or edit any messages you uploaded or posted on SCMP.com and at its sole discretion to refuse publication of, delete, move, or edit any messages.
3.9 You acknowledge that any communication or messages you make to the Service or sent to us (e.g. Letter to the Editor, Review or Commentary) may be edited, removed, modified, published, transmitted, and displayed by SCMPP and you waive any moral rights you may have in having the material altered or changed in a manner not agreeable to you.
3.10 You hereby grant to us a non-exclusive, perpetual, royalty-free, transferable, sub-licensible worldwide license to republish any material you submit to us in any format, including without limitation print and electronic format.
3.11 You hereby acknowledge, consent and agree that SCMPP may access, preserve and disclose your personal data and content of messages you uploaded or posted on SCMP.com in accordance with Clause 5.2.
4. FEES AND PAYMENTS
4.1 SCMPP reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. "Where fees and charges are (at your election) charged to your credit card, SCMPP reserves the right to charge additional fees and charges for renewed and/or continuing subscriptions to the credit card for which details have previously been provided to SCMPP.
4.2 All new fees, if any, will be posted in the Customer Service section or in other appropriate locations on the Service. You shall pay all fees and charges incurred at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service, including, but not limited to, the Classified and Marketplace sections thereof SCMP.com and SCMP Archives, by SCMPP or any third-party merchant or service provider. All fees and charges shall be billed to you, or at your election charged to your credit card, and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account.
4.3 You expressly agree that SCMPP shall not for any reason whatsoever be liable to refund the full amount or any part of fees, charges and taxes paid by you.
5. PROVISION OF INFORMATION; REPRESENTATIONS AND WARRANTIES; INJUNCTIVE RELIEF; USER INDEMNITY
5.1 Upon your registration for the Service or from time to time, SCMPP will request you to provide your personal data (as defined in the Personal Data (Privacy) Ordinance, Cap.486 Laws of Hong Kong ("Personal Data (Privacy) Ordinance")) to be set out in subscription form, messages that you upload or post on SCMP.com and any other information obtained from you or from another source ("Personal Data"). You may decline to provide the Personal Data but in that case SCMPP reserve the right to refuse to provide the Service to you.
5.2 You hereby acknowledge and agree that SCMPP may access, hold, preserve, disclose, retain, transfer and use the Personal Data in Hong Kong or to/in places outside Hong Kong to SCMPP's affiliates, agents, contractors, other telecommunications operators or any other third parties for any or all of the following purposes and any other purposes incidental thereto: (a) to provide the Service to you (including the transfer of the Personal Data to other telecommunications network providers or third parties as necessary for the provision of the Service); (b) to enforce this Agreement (c) to respond to any third party's claims that any content of your messages violates the rights of such third party; (d) to protect the rights or property of SCMPP, its users and the public;(e) to conduct matching of the Personal Data with other data collected for other purposes and from other sources in relation to the provision of the Service; (f) to promote or market goods and/or services of SCMPP, its agents, affiliates and/or subsidiaries; (g) to facilitate business planning or improvement of goods and/or services of SCMPP and its affiliates; (h) to process any benefits offered by any third party arising out of or in connection with the Service and/or other goods and services of SCMPP and its affiliates; (i) to facilitate collection of service fee payable by you in relation to the provision of the Service; (j) to process any payment instructions, direct debit facilities and/or credit facilities in relation to the provision of the Service; (k) to enable the daily operation of your accounts with SCMPP and/or the collection of amounts outstanding from you (which may include disclosing the Personal Data to debt collection agencies) in relation to the Service; (l) to assist in prevention or detection of crime; (m) to comply with any requirement by law, court order, regulatory bodies, or other authorities; (n) to obtain advice from any professional advisers appointed by SCMPP including but not limited to legal advisers, accountants and auditors in relation to any terms and conditions of this Agreement; and (o) any other purposes as may be agreed to by the parties from time to time.
5.3 You shall immediately notify SCMPP of any changes of address or any other particulars provided to SCMPP which may affect the provision of the Service or any part thereof to you. On SCMPP's request, you shall provide SCMPP with information relating to you and your use of the Service reasonably required by SCMPP: (a) to assist SCMPP in complying with SCMPP's obligations under any applicable law; (b) to report to any government authorities or agencies regarding compliance with those obligations; and (c) to assess whether or not you have complied, is complying and will be able to continue to comply with all of your obligations under this Agreement.
5.4 You represent, warrant and covenant (a) your personal data and other information provided to us for registration or subscription purpose are true and accurate; (b) that no message or material of any kind that you uploaded or posted on SCMP.com (i) violate, plagiarize, or infringe the rights of any third party, including but not limited to copyright, moral rights, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous, defamatory, obscene, indecent, pornographic or otherwise unlawful material; and (c)that you will not allow any third party to use or to access the Service by using your subscriber ID and/or password or otherwise use your account with SCMP.com.
5.5 You acknowledge and agree that SCMPP and its information providers, licensors and licensees would suffer irreparable harm, not compensable with money damages if you breach any of your representations, warranties or covenants or use any of the Content without authorization, and you irrevocably consent to the grant of injunctive relief to enforce such rights. Such remedy shall be in addition to all other remedies available at law or equity.
5.6 You hereby agree to indemnify, defend and hold harmless SCMPP, and all of its officers, directors, owners, employees, representatives, agents, information providers, affiliates, licensors and Licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, full attorneys' fees on a full indemnity basis, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or the representations, warranties and covenants contained herein. You shall cooperate as fully as reasonably required in our handling of any such claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you and we shall be entitled to be reimbursed by you for the full costs incurred.
6. DISCLAIMER OF WARRANTIES
The service is available "As Is." SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers do not warrant that the service will be uninterrupted or error-free. There may be delays, omissions, interruptions and inaccuracies in the news, information, e-commerce product offerings or other materials available through the service. We are not responsible for the availability, content or services of other third-party providers, online merchants or advertisers that may be linked to or posted within the service, including in the classified and marketplace sections thereof. SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers do not make any warranties or representations, express or implied, including without limitation, those of merchantability and fitness for a particular purpose, with respect to the service or any information or goods that are available or advertised or sold through the service, including in the marketplace section. SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers do not make any representations, nor do SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers endorse the accuracy, satisfactory quality, completeness, non-infringement, compatibility, security, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed in the service or available through links in the service. SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers do not accept any responsibility for any statement published via the service. You must not rely on any statement, materials or information published on scmp.com without taking professional advice. We reserve the right to correct any errors or omissions in the service. SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers will not be liable for any loss or damage caused by anything as a result of using the service, viewing, reading or listening to other material or any part of it. Although we intend to take reasonable steps to prevent the introduction of viruses, worms, "Trojan Horses" or other destructive materials to the service, SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers do not guarantee or warrant that the service or materials that may be downloaded from the service do not contain such destructive features. SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers are not liable for any damage or harm attributable to such features. If you rely on the service and any materials available through the service, you do so solely at your own risk.
7. LIMITATIONS OF LIABILITY
SCMPP and its officers, directors, shareholders, employees, representatives, parents, subsidiaries, affiliates, agents, licensors or other third-party providers are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including loss of revenues or profits, loss of business or loss of data, in any way related to the service or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in the service (including without limitation as a result of breach of any warranty or other term of this agreement) even if such damage, claims, losses or injuries were foreseen or foreseeable. Any claim against us shall be limited to the amount you paid, if any, for use of the service.
8. ACCESS AND AVAILABILITY OF SERVICE AND LINKS
The Service contains links to other related World Wide Web Internet sites, resources, and sponsors of SCMP.com. Since SCMPP is not responsible for the availability of these outside resources, or their content, you should direct any concerns regarding any external link to the site administrator or Webmaster of such site.
9. REGISTRATION AND SECURITY
9.1 As part of the registration process, you will select a password and a subscriber ID. You also have to give us certain registration information, all of which must be accurate and updated. You may not (i) select or use a subscriber ID of another person with the intent to impersonate that person; (ii) allow any third party to use your subscriber ID and/or password or otherwise use your SCMP.com account; or (iii) use a subscriber ID that SCMPP, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of SCMPP.
9.2 You shall notify Customer Service at firstname.lastname@example.org of any known or suspected unauthorised use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password or credit card information.
9.3 You are responsible for all usage or activity on your SCMP.com account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at SCMPP's sole discretion, and SCMPP may refer you to appropriate law enforcement agencies.
10. COMMUNICATIONS BETWEEN SCMPP AND SUBSCRIBERS
10.1 Unless you indicate on your registration form that you do not want to receive such information, SCMPP and its affiliates. SCMPP hereby reserves the right to allow certain third party vendors to provide you with information about products and services.
10.2 You agree that SCMPP may send electronic mail or digital messages to you for the purpose of informing you of changes or additions to the Service.
11. SOFTWARE LICENCES
You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Service ("Access Software"). You may not sub-license, assign or transfer any Licenses granted by SCMPP, and any attempt at such sub-license, assignment or transfer shall be null and void. You may not otherwise copy, distribute, modify, reverse engineer, use, or create derivative works from, Access Software.
12. SUSPENSION AND TERMINATION
12.1 SCMPP may (i) deactivate or suspend the Service or any part thereof, with or without notice to you, to carry out system, maintenance, upgrading, testing and/or repairs; (ii) limit or suspend your access to any of the Services with or without notice to you if SCMPP is of the opinion that such action is appropriate as a result of your use of the Service; (iii) take any steps or omit to take any steps, with or without notice to you, for any reason SCMPP deems relevant to the management or the operation of any of the Service and SCMPP's business, that may expand, reduce, modify, suspend, limit, make inaccessible or adversely affect the Service or any part thereof.
12.2 SCMPP may, upon discovery of suspected or inchoate, fraudulent, deceptive, unlawful or improper use of the Service by you, suspend your access to any or all of the Service temporarily or permanently.
12.3 This Agreement may be terminated by either party for any reason at any time. You may terminate your account at any time by sending an email to the Customer Service Department at email@example.com . You are responsible for all charges incurred, if any, up to the time of deactivation of your account by SCMPP. This Agreement shall remain valid and effective until one party terminates the same in the manner prescribed above.
12.4 Termination hereunder shall not affect SCMPP's rights in relation to any antecedent breach or liability incurred prior to the date of termination nor shall it affect the coming into force or the continuance in force of any provision contained herein which is expressly or by implication intended to come into or continue in force on or after such termination. All remaining benefits (whether monetary or non-monetary) that you may enjoy under this Agreement at the date of termination shall be forfeited absolutely.
13.1 SCMPP shall have the right to sub-license, sub-contract, assign or transfer its rights and obligations in this Agreement to any third party at its sole and absolute discretion.
13.2 This Agreement shall be governed by Hong Kong law. You agree that any action arising under this Agreement shall be submitted to the non-exclusive jurisdiction of Hong Kong courts.