“Account” means any password-protected account created by a Platform User to access, use or in any form participate in certain features of the Platform.
“Platform” means the integrated [internet and mobile software application platform] of Indemandly, including plug-ins, software, information or other content that we may from time to time make available solely in connection with access to the Platform
“Indemandly/we/us” means Tewtor Limited, a company incorporated in Hong Kong, and the word “our” shall be construed accordingly.
“Platform User” means any person or entity that accesses, uses, and/or participates in the Platform in any manner, and each of his, her or its heirs, assigns, and successors.
“You” means a Platform User and the word “your” shall be construed accordingly.
USE OF PLATFORM
As a condition of using the Platform, you warrant that at all times of your access to the Platform that:
you have the proper authorisation to disclose and use any information provided to us (any personal data of yourself and any third party inclusive) and shall maintain the accuracy of such information at all time;
your use of the Platform is for your individual purposes and not for the purposes of renting, leasing, sublicensing or reselling.
It shall be your responsibility to protect your Account information and you shall be completely responsible for any use of your Account. You hereby acknowledge and agree that we will not be liable for your losses caused by any unauthorised use of your Account. Notwithstanding the foregoing, you may be liable for any loss of us or any third party arising directly or indirectly from or in connection to any such unauthorised use.
USE OF ACCOUNT
You acknowledge and agree that you shall comply with the following terms and conditions regarding your Account that:
you shall provide truthful, accurate and complete information when creating your Account and you will maintain the accuracy of such information throughout the use of the Platform;
you shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers", to access the Platform for any purpose without our prior express written approval;
subject to our prior express written consent or authorisation, you shall not in any manual or automated manner collect any information belonging to or in the possession or custody of Indemandly, including but not limited to, names, addresses, phone numbers, or email addresses, copy copyrighted text, or otherwise misuse or misappropriate Platform information or content, including but not limited to, use on a "mirrored", competitive, or third party site;
you shall not in any way transmit more request messages to our servers in a given period of time than a human can reasonably produce without the aid of any automated system;
you shall not in any form recruit, solicit, or contact other Platform Users for employment or contracting for a business not affiliated with us without prior express written permission from us;
you shall not take any action that (i) unreasonably encumbers or, at our sole and absolute discretion, may unreasonably encumber the Platform's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Platform or any third-party participation in the Platform; or (iii) bypasses our measures that are used to prevent or restrict access to the Platform; and
you agree not to collect, harvest or publish any personally identifiable data, including without limitation, names or other account information, from the Platform.
If you do not meet, or are unable to comply with, any of the abovementioned terms and conditions, you shall not access or use the Platform. We reserve the right to immediately terminate your use of the Platform at our sole and absolute discretion and to all compensations and damages for any breach or violation thereof.
PROHIBITIONS ON POSTED CONTENT
You shall not upload, post, transmit, transfer, disseminate, distribute, circulate or facilitate distribution or circulation of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including your Account, the posting of any offer or solicitation ("Offer"), or making available any opinions or reviews in connection with the Platform, the Platform User ("Feedback") (collectively referred to herein as "Posted Content" and the act of making the Posted Content available on the Platform is referred to as "Posting") that:
contains falsehoods or misrepresentations that could cause damage to Indemandly or any third party in any respect;
is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant us all of the license rights granted therein;
contains or promotes an illegal or unauthorised copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacturer installed copy-protection devices, pirated music or links to teaching tools, pirated music files, or lyrics, guitar tabs or sheet music, works of art, or any other item that copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;
is intended to threaten, stalk, defame, defraud, degrade, victimise, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited to spamming;
impersonates, uses the identity of, or attempts to impersonate our employee, agent, manager, host, another user, or any other person through any means;
advertises or solicits a business not related to or not appropriate for the services that you are authorised to provide on or via our Platform, as determined by us at our sole and absolute discretion;
contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
contains any form of advertisement or unauthorised promotion of business including without limitation offer, invitation, inducement or enticement to Ponzi schemes, discount cards, credit counselling, online surveys;
distributes or contains viruses or any other technologies that may harm the Platform or Indemandly, or the interests or property of other Platform Users;
contains any content that damages the Platform User experience including without limitation to offer invitations, requests, inducements, enticements or any form of implications to download, trial or use websites, interfaces or mobile applications other than the Platform and/or, except with Indemandly’s express prior written approval which links or that direct any other Platform User to any website(s) or software application(s) not operated, developed or provided by us.
In connection with the forbidden acts above, you acknowledge that:
(iii)we reserve the right at any time at our sole and absolute discretion to block any Platform User from certain IP addresses from accessing and using the Platform or disable any Account.
You shall not send messages via the Platform to any other Platform User containing:
unsolicited advertisement or marketing of a service not offered on the Platform or a source extraneous to the Platform.
As a Platform User, you agree to exercise careful, prudent, and good judgment when leaving Feedback for another Platform User.
In the event of any dispute between Platform Users concerning Feedback, you irrevocably agree that we shall be the final arbiter of such dispute. Further, in the event of any dispute between Platform Users concerning any feedback, we have the right (but not obligations), in our sole and absolute discretion, to take actions in relation to such feedback or take any action it deems reasonable without incurring any liability therefor.
We reserve the right to terminate your access to your Account or the Platform and refuse, delete or remove, move or edit the content, in whole or in part, of any Posting; with or without cause and with or without notice, for any reason or no reason, or for any action that we determine as inappropriate or disruptive to this Platform or to any other user of this Platform. We reserve the right to restrict the number of messages that you are allowed to send to other Platform Users to a number that we deem appropriate at our sole and absolute discretion. We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform. We do not and cannot review every Posting. These prohibitions do not require us to monitor, police or remove any Posted Content or other information posted, disseminated or otherwise disclosed by you or any other Platform User on or via the Platform.
PROHIBITIONS WITH RESPECT TO PLATFORM USER
You shall not:
fail to deliver any payment due in relation to the use of the Platform;
in any way circumvent or manipulate our fee structure, the billing process, or fees owed to us; disseminate false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Platform User);
commit any act that may undermine the Feedback in relation to or rating of the Platform;
offer any link or otherwise direct to a third-party website or mobile software application from which Platform Users may obtain the relevant service otherwise than by way of using the Platform;
include links that otherwise do not conform to our policies with respect to third-party links;
promote raffles, prizes, bonuses, games of chance, giveaways, or random drawings; or
use profanity in any Posting.
USE OF INFORMATION
You agree that any Posted Content provided by you is provided on a non-proprietary and non-confidential basis and you authorise Posted Content to be made available in a searchable format to all Platform Users. You agree that Indemandly shall be free to use or disseminate such freely searchable Posted Content on an unrestricted basis.
8.2.Your representations and warranties in relation to Posted Content
You shall be solely responsible for your own Posted Content and the consequences resulting therefrom. In connection with Posted Content, you affirm, represent, and/or warrant that:
2.3.Your ownership rights and licence to us
When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any review, problem, suggestion, idea, solution, comment, testimonial, feedback, message, image, video, text, profile data or other material ("User Content") to us, any of our employee or contractor, or our Platform, you grant us and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorised by us, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content.
Note that we may create, facilitate or display social advertisements, whereby your name, profile and photo may be used to advertise products and services to your network based on your interactions with us. You agree that we may use your name and profile picture in connection with social advertisements to advertise products and services to your network based on your interactions with us and third parties.
By accessing or using the Platform you further agree that:
Indemandly is free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorise us to publish your User Content in a searchable format that may be accessed by other Platform Users and the Internet. To the fullest extent permitted by applicable law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you;
Indemandly is not required to host, display, or distribute, and may remove at any time, any User Content. Indemandly reserves the right to change the format, sizing, and any other display specifications of the User Content as it sees fit;
You agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You acknowledge and agree that your relationship with Indemandly is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Indemandly in a position that is any different from the position held by members of the general public, including with regard to your User Content. None of your User Content will be subject to any obligation of confidence on the part of Indemandly; and
5.4.Disclaimers and right to remove
You acknowledge and understand that when using the Platform, you will be exposed to Posted Content from a variety of sources, and that Indemandly is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Posted Content. You further acknowledge and understand that you may be exposed to Posted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold Indemandly, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Platform.
MODIFICATIONS TO OR TERMINATION OF PLATFORM
9.1.Modification or cessation of the platform
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice and at our sole and absolute discretion. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our services.
9.2.Termination by Us
9.3.Effect of termination
Upon a Termination of Service, the following shall occur: all licences granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Data, Marks and other content in your possession or control. You further acknowledge and agree that we shall not be liable to you or any third party for any termination of your access to the Platform. Upon a Termination of Service, we retain the right to use any data collected from your use of the Platform for internal analysis and archival purposes, and all related licenses you have granted us hereunder shall remain in effect for the foregoing purpose. In no event are we obligated to return any Posted Content to you. Clauses 8, 10, 11, 12, 13, 15, 16, 17, 19, 20, 21, 23, 24 shall survive expiration or termination of the Platform or your Account.
10.INTELLECTUAL PROPERTY RIGHTS
Data on the Platform is provided to you on an "as is" and "as available" basis for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Platform, Data and Marks. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Posted Content and User Content obtained through the Platform for any commercial purpose or use prohibited under applicable laws and regulations. You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Platform or the Data therein.
11.1.Payment of fees
If applicable, you agree to pay all fees or charges to your Account based on our fees, charges, and billing terms then in effect. If you do not pay on time or if we cannot charge your credit card, Applepay or any other payment method permissible under our billing terms in effect for any reason, we reserve the right to either suspend or terminate your access to the Platform and Account.
By providing a payment method, you expressly agree that we are permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Platform and the fees will be billed to your credit card, Applepay or other payment method designated at the time you make a purchase or register for a fee-based service. If you cancel your Account at any time, you may not receive any refund and any such refund shall be at the sole and absolute discretion of Indemandly. If you have a balance due on any Account, you agree that we may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. To the extent that payment mechanisms are provided through third parties, you agree that Indemandly will have no liability to you arising out of the acts or omissions of such third parties.
By providing a payment method, you expressly agree that we are permitted to automatically renew your subscription for [one (1) year] upon expiry of your current subscription and bill you for the applicable fees, any applicable tax and any other charges you may incur for the renewal. You may give us non-renewal notice at least [thirty (30) days] before the end of a subscription term to stop the automatic renewal.
You understand that we are acting solely as an intermediary for bridging Platform Users who voluntarily enter into relationships with each other. You understand and agree that you are solely responsible for determining your own tax liabilities in consultation with tax advisers, and that we cannot and do not offer tax advice in any respect.
12.DISPUTES BETWEEN PLATFORM USERS
12.1.We are not a party to any contract between platform users
Each Platform User hereby acknowledges and agrees that Indemandly is NOT a party to any oral or written contract entered into between Platform Users in connection with the access or use of this Platform.
Further, by accessing or using this Platform you understand and agree that Indemandly acts only as an interface to facilitate communication between Platform Users. The Platform comprises an online hub which facilitates the connection between Platform Users. Platform Users are not employees or agents of us. Indemandly has no obligation to control the conduct of Platform Users.
12.2.No agency or partnership
12.3.Relationship between Platform Users
Your interaction with any other Platform Users on or through the Platform are solely between you and such Platform Users. You should take all precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any interaction with any Platform Users, including without limitation any dealing or meeting.
By accessing or using the Platform you acknowledge and understand that:
Indemandly does not confirm the information in any Platform User’s profile or his, her or its background; and
Indemandly is not responsible for the use or exchange of any information or files between Platform Users. Further, Indemandly does not control, nor is it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, legality or applicability of anything said or written by Platform Users.
Notwithstanding the foregoing, you agree that we shall not be responsible or liable for any loss or damage of any sort whatsoever incurred as the result of any such transactions or dealings. If there is a dispute between participants on the Platform, or between any Platform User and any third party, you acknowledge and agree that we are under no obligation to become involved. In the event that a dispute arises between you and one or more Platform Users or any third party, you hereby release us, our officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Platform.
13.GOVERNING LAW AND DISPUTE RESOLUTION
Indemandly may display advertisements and promotions on the Platform. The manner, mode and extent of advertising on the Platform are subject to change and the appearance of advertisements on the Platform does not imply endorsement by Indemandly of any advertised products or services. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.
15.THIRD-PARTY LINKS, ADVERTISEMENTS, CONTACT FORMS AND PHONE NUMBERS
The Platform may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, [calendar software applications, social networking, blogging and similar websites or software applications] through which you are able to log into the Platform using your existing Account and log-in credentials for such third-party websites or software applications. Certain areas of the Platform may allow you to interact and/or conduct transactions with such third-party sites or software applications, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Platform to be shared with your contacts in your third-party site or software applications account. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the Platform, links to third-party sites should in no way be considered as or interpreted to be our endorsement of such third-party sites or any product or service offered through them. The third-party websites, resources and software applications may have different privacy policies and terms and conditions and business practices than us. In certain situations, you may consent to be transferred to a third-party website through a link or connected to a third-party resource by a contact form or phone but it may appear that you are still on this Platform or transacting with ours. Your dealings and communications through the Platform with any party other than us are solely between you and such third party. Any complaints, concerns or questions you have relating to any information or materials provided by third parties should be forwarded directly to the applicable third party. We take no responsibility for advertisements or any third party material posted on the Platform, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers on the Platform are between you and such advertisers, and you agree that we are not liable for any loss or claim that you may have against such advertisers.
16.DISCLAIMER OF WARRANTIES
You agree that your use of the Platform shall be at your own risk. To the fullest extent permitted by law, Indemandly and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service vendors, suppliers, and agents disclaim all warranties, express, implied, statutory or otherwise, and make no warranties, representations, or guarantees in connection with this Platform, the services offered on or through this Platform, any Data, materials, Posted Content, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this Platform, including without limitation the materials, Data and Posted Content of other users of the Platform or other third parties sites, software applications or resources. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this Platform, the services offered on or through this Platform, Data, materials, Posted Content, and any information or material contained or presented on this Platform is provided to you on an "as is" and "as available" basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. Indemandly does not provide any warranties against errors, mistakes, or inaccuracies of Data, content, information, materials, substance of the Platform or Posted Content, any unauthorised access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform by any third party, any interruption or cessation of transmission to or from the Platform, any defamatory, offensive, or illegal conduct of any third party, or any loss or damage of any kind incurred as a result of the use of any Data, content, information, materials, substance of the Platform or Posted Content posted, emailed, transmitted, or otherwise made available via the Platform. We do not endorse, warrant, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform or any hyperlinked site or featured in any banner or other advertisement. We will not be a party to or in any way be responsible for monitoring any transaction between you and any party. As with the use of any product or service, and the publishing or posting of any material through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
17.LIMITATIONS OF LIABILITY
In no event shall Indemandly, or its respective officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service vendors, suppliers, attorneys or agents (collectively, the “Relevant Parties”) be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) access to or use of the Platform or any services provided pursuant to any agreement formed independently of the Platform, whether or not a contract is entered into in this connection; (ii) errors, mistakes, or inaccuracies of Data, Marks, content, information, materials or substance of the Platform, Posted Content or User Content; (iii) any unauthorised access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform by any third party; (v) any interruption or cessation of transmission to or from the Platform; (vi) any errors or omissions in any Data, content, information, materials or substance of the Platform, Posted Content or User Content; (vii) any failed delivery of service, any disputes that arise during or after the negotiation of a service or the formation of a contract for a service, or any other dispute that arises between Platform Users; (viii) any defamatory, offensive, or illegal conduct of any third party; or (ix) any use of any Data, Marks, content, information, materials or substance of the Platform, Posted Content or User Content posted, emailed, transmitted, or otherwise made available on or through the Platform, whether based on warranty, contract, tort (including negligence), or any other grounds, and whether or not we are advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
In no event shall our total, aggregate liability or any of the Relevant parties, arising from or relating to the Platform, and/or Posted Content or User Content exceed the total amount of fees actually paid to us by you hereunder.
You hereby acknowledge and agree that we shall not be liable for Posted Content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you. You further acknowledge and agree that we shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from or relating to any contract between Platform Users entered into independently of the Platform.
The Platform may contain links to third-party sites, software applications or resources that are not owned or controlled by us. We do not have any control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites, software applications or resources. In addition, we will not and cannot censor or edit the content of any third-party sites, software applications or resources. By using the Platform, you expressly relieve us from any and all liability arising from your use of any third party sites, software applications or resources. Accordingly, you shall peruse and review in details the terms and conditions and privacy policies of each third-party sites, software applications or resources that you visit, including those directed by the links contained on the Platform and seek independent professional advice where necessary.
18.INDEMNIFICATION AND RELEASE
You hereby irrevocably undertake to release us (and our officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service vendors, suppliers, agents, subsidiaries, and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your use of the Platform and/or any Posted Content or User Content in event of any dispute or controversies with other Platform Users.
19.NO THIRD-PARTY BENEFICIARIES
You hereby agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform must commence within one (1) year after the cause of action accrues. You hereby agree further that you shall waive, forsake and forgo any cause of action beyond the one (1) year-period provided for herein.
Where Indemandly processors as your processor any personal data that is subject to EU data protection law, including the General Data Protection Regulation (EU) 2016/679, the Indemandly Data Processing Agreement applies.