In the Terms, unless the context otherwise requires; “Affiliates” means any entity that holds or owns more than 50% of the shares (which shares have voting rights attached) in either You or Us, or entity in relation to which either You or Us holds or owns more than 50% of the shares (which shares have voting rights attached), and “Business Day” means any day apart from a Saturday, Sunday, or day that is a public holiday in Hong Kong.
1. Use of the Service
You may access the Site and use the Service in accordance with and subject to the Terms.
By being a User, joining RETAILinasia and/or opening an account, You agree that:
- You are responsible for all activities that occur under Your account (if applicable), regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and We are not responsible for unauthorized access to or use of Your account. This means, among other things, that a breach of the Terms by any of Your employees or by any person operating Your account is a breach by You.
- You will contact Us immediately if You believe a third party may be using Your account or if Your account information is lost or stolen.
- You may terminate Your account by terminating the Agreement in accordance with the Terms.
- You are solely responsible for keeping Your account and password confidential. You will not do anything that might jeopardize the security of Your account.
- You may not transfer Your account to another entity (including, without limitation, any wholly-owned subsidiary or other related entity).
- If You are a person that is less than 18 years of age, We may provide access to Your account to Your parents, guardian or other authorised adult, upon such adult’s request.
- You will not provide any false information to Us or to any third party that may use the Service, or provide information to RETAILinasia and /or other Users which We believe might be injurious or detrimental to the person, professional or social status of any User.
- You will keep Your contact information and any applicable credit card payment details accurate and up to date.
- If You select a username for Your account, We can remove or reclaim it if We believe that the username is inappropriate (such as when a trademark owner complains about unlawful use of a username).
- You will not (intentionally or otherwise) misuse the Site or the Service, for example try to upload viruses or other malicious code, or do anything that could disable, overburden, or impair the proper working of the Site. You will access and use the Site and the Service in accordance with the reasonable directions that We give to You.
2. User Eligibility
You represent and warrant that You (a) are not under the age of 18; (b) have not previously been suspended or removed from the Site; (c) are not a direct competitor of RETAILinasia; (d) do not have more than one RETAILinasia account at any given time; and (e) that You have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which You are a party. If You are entering into the Agreement on behalf of an entity, such as the company You work for, You represent to Us that You have legal authority to bind that entity.
In addition, You must provide all equipment and software necessary to connect to RETAILinasia, including, but not limited to, if the Service contains a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and to use any part of the Service.
3. Your Content
If You choose to submit something to post on the Site (including any User generated software, data, code, text, audio, video, film, photographs, drawings or other images, including machine generated graphics or similar images)(“Content”), You are solely responsible for the development, operation, maintenance, and publication of Your Content. You have full responsibility for that Content including its legality, reliability, appropriateness, originality and copyright. For example, You are solely responsible for:
- ensuring that Your Content complies with the Terms and the law in any applicable jurisdiction;
- any legal proceedings that have commenced in a court, or allegation made by a third party that a right exists or has been infringed (“Claims”) relating to Your Content;
- properly handling, processing, and/or defending at court any Claim by any party that alleges that Your Content violates such party’s rights, including Claims relating to copyright or trade mark issues in any applicable jurisdiction. This applies whether the notices are sent or directed to You (or Your Affiliates) or to Us (or Our Affiliates); and
- properly configuring and using the Service and taking Your own steps to maintain appropriate security, protection and backup of Your Content, which may include the routine archiving Your Content. RETAILinasia log-in credentials are for Your use only and You may not sell, transfer or sublicense them to any other entity or person.
You continue to retain any intellectual property rights to Your Content. Except as provided in the Terms, We obtain no rights under the Agreement from You or Your licensors to Your Content, including any related intellectual property rights. We do not acquire, and will not allege that We will have any security or other interest in or to Your Content.
4. You grant a licence to use Your Content
You grant Us and Our third party service providers a non-exclusive, worldwide, perpetual royalty-free license to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User (including information, pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of Ours and in general through any electronic communication media (email, SMS, MMS, WAP, Internet, CD Rom or DVD). You also expressly authorize Us to modify the Content in order to conform to the interface or display requirements of the Services or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted throughout the world and for the duration of this Agreement.
5. Additional rights
We may disclose Your Content in order to comply with the law or respond to lawful requests or legal process of any country throughout the world with appropriate jurisdiction, or protect Our rights or property or that of Our clients, including the enforcement of the Agreement. We may also access or disclose Your Content if We are acting on a good faith belief that such access or disclosure is necessary to protect the safety of Our employees, clients or the public.
We may disclose Your Content to another third party as part of a proposed reorganization or the sale of RETAILinasia, the assets of RETAILinasia, or a majority shareholding thereof. Any third party to which We transfer or sell Our assets will have the right to continue to use Your Content to the extent that We have those rights.
6. Use of Your Content by others
If You post Your Content on the Site, this will constitute Your consent to Your Content being accessed by any party that may wish to access the Site, and You grant to each of those parties a non-commercial, non-exclusive, worldwide, royalty-free license for that Content to be accessed and viewed, but for no other purpose.
We may include various forums, blogs and chat rooms on the Site where a User may post observations and comments. We cannot guarantee that other Users will not use the ideas and information that You share. Therefore, if You have an idea or information that You would like to keep confidential and/or don’t want others to use, do not post it on the Service. Neither Us nor Our Affiliates are responsible for a member or User’s use or misuse of any content or information that You post on the Site, including in any forum, blog or chat room.
We do not review or exercise any editorial control over any posts, blogs, commentary or presentation that You or any other party chose to make available on the Site. If You have a concern about any post, blog, commentary or presentation on the Site, please contact content@RETAILinasia.com.
We reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice. For avoidance of doubt, We have no obligation to store, maintain or provide You a copy of any content that You or other Users provide when using the Services.
7. Acceptable Use
As a condition to access the Site, You agree to the Terms and that:
- You will:
- comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
- provide accurate information to us and update it as necessary; and
- review and comply with notices sent by RETAILinasia concerning RETAILinasia; and
- You will not:
- duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or exploit RETAILinasia (excluding content posted by You) except as permitted in the Agreement;
- reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide RETAILinasia, or any part thereof;
- include information in Your profile or in any updates which reveals Your identity such as an email address, phone number or address or is confidential in nature;
- use information, content or any data You view on and/or obtain from RETAILinasia to provide any service or facility that RETAILinasia believes may be competitive with the Services, or may lead to a User ceasing to become a User as a result of that service or facility ;
- imply or state, directly or indirectly, that You are affiliated with or endorsed by Us unless You have entered in to a written agreement with Us to that effect;
- adapt, modify or create derivative works based on RETAILinasia or technology underlying the Services, or other Users’ content, in whole or part;
- rent, loan, trade, sell/re-sell access to the Site or any information therein, or the equivalent, in whole or part;
- deep-link to the Site for any purpose, unless expressly authorized in writing by Us or for the purpose of promoting Your profile or a group on the Site;
- use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the Site;
- use automated methods to add contacts, send messages or other permitted activities;
- access, via automated or manual means or processes, the Site to monitor its availability, performance or functionality or for any competitive purpose;
- engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;
- attempt to or actually access the Site by any means other than through the interface provided by Us;
- attempt to or actually override any security component included in or underlying RETAILinasia;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Site, including those of both RETAILinasia or any of its licensors;
- use any information obtained from RETAILinasia to harass, abuse or harm another person;
- collect, use or transfer any information obtained from RETAILinasia except as expressly permitted in the Terms, or where the owner of such information may expressly permit;
- interfere with or disrupt the Site, including but not limited to any servers or networks connected to the SIte, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- upload a cartoon, symbol, drawing or any content other than a photograph of Yourself in any profile photo;
- use or attempt to use another’s account without authorization, or create a false identity on RETAILinasia;
- infringe or use RETAILinasia’s brand, logos and/or trademarks, including, without limitation, using the word “RETAILinasia” in any business name, email, or URL or including RETAILinasia’s trademarks and logos on any website without authorization;
- upload, post, email, transmit or otherwise make available or initiate any content that:
- misrepresents Your identity, including but not limited to the use of a pseudonym, or misrepresents Your current or previous positions and qualifications, or Your connections with a person or entity, past or present;
- is (in any applicable jurisdiction) unlawful, defamatory, abusive, obscene, discriminatory, injurious, violent, offensive, racist or xenophobic or otherwise objectionable, or which may otherwise violate the purpose and spirit of RETAILinasia and its community of Users;
- includes information for which there is not a field provided by RETAILinasia;
- includes information that You do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using RETAILinasia invitations to send messages to people who don’t know You or who are unlikely to recognize You as a known contact; (b) using RETAILinasia to connect to people who don’t know You and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases.
- forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
- adds to a Content field Content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field).
We are always working on improving the Service, and how We can serve the retail community. However, if You provide any feedback or suggestions to us, We can use those suggestions, without restriction and without any obligation to You.
9. Your Rights – What You May Do
Provided You comply with all Your obligations under the Terms, We grant You a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser to view information on RETAILinasia webpages, as We intend such information to be used, and only in accordance with the Terms. We grant You no other rights, implied or otherwise. You may submit information to us at Your own risk.
10. Our Rights and Obligations – What We Must And May Do
The Site enables professional networking among Users throughout Asia. It is intended that Users only connect to other Users who they currently know and seek to further develop a professional relationship with those Users.
As long as We continue to offer the Services, We shall provide (and seek to update, improve and expand, in similar and different new ways) the RETAILinasia platform and Service with the purpose of providing all members with professional networking connectivity, through Our proprietary tools, rules and protocols which We may update, improve, discontinue and change at any time, at Our sole discretion.
Any other use of the Site (such as seeking to connect to someone a User does not know or to use RETAILinasia to generate revenue through the sale of contacts or information to others) is prohibited and is a violation of the Terms.
11. Change to the Service or the Terms
We may change or improve the Service, or add to, change or remove features or functionality of the Service from time to time. We may notify You of any material change to or discontinuation of the Service (in whole or in part).
We may change or update the provisions of the Terms at any time by posting revised Terms on the Site. The revised Terms will become effective upon posting or, if We notify You by email, as stated in the email message. These revised Terms are binding on You on the earlier of:
- when You click a button presented with the revised Terms, signifying Your acceptance of the revised Terms; or
- from the first time that You access the Site or use any of the Services offered by Us after the date that the revised Terms become effective.
If You do not wish to be bound by the revised Terms, You must not use the Service in whole or part, access the Site, and the Agreement with Us must be terminated.
12. Third Party Sites
RETAILinasia may include or automatically produce links to third party web sites (“Third Party Sites”). RETAILinasia is not responsible for and does not endorse any advertising, products or other materials on or available from Third Party Sites. RETAILinasia may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). If You decide to leave RETAILinasia and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that Our policies no longer apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from RETAILinasia or relating to any applications You use or install from that site.
RETAILinasia enables certain third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by RETAILinasia and its users and/or that retrieve authorized data from third-party sites for use through the Service (“Platform Applications”).
We may send You important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate contact or other information, including, but not limited to, Your failure to receive critical information about the Service. You acknowledge, consent and agree that We may access, preserve, and disclose Your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to Your requests for customer assistance; or (e) protect the rights, property, or personal safety of RETAILinasia, the RETAILinasia Affiliates, its Users and the public.
RETAILinasia may limit the number of connections You may have to other Users and prohibit You from contacting other Users through use of the Services.
You are solely responsible for Your interactions with other members. RETAILinasia reserves the right, but has no obligation, to monitor disputes between You and other members and to terminate Your account if RETAILinasia determines, in its sole discretion, that doing so is prudent.
Do not rely on the Site, any information therein, or its continuation. We provide the platform for the Site and all information and Services on an “as is” and “as available” basis. We do not provide any express warranties or representations. We allow You to access the Site as it may exist and be available on any given day. We have no other obligations, except as expressly stated in the Terms.
To the fullest extent permissible under applicable law, We disclaim any and all implied warranties and representations, including, without limitation, representations as to accuracy and any warranties of merchantability, fitness for a particular purpose, title, and noninfringement. If You are dissatisfied or harmed by the Site, or anything related to the Site, You may leave the Site and terminate the Agreement as set out herein, and such termination shall be Your sole and exclusive remedy.
We are not responsible, and make no representations or warranties for the delivery of any messages (such as inmails, posting of answers or transmission of any other user generated content) sent through the Site to anyone.
Any material, service, content, or technology described or used on the Site may be subject to intellectual property rights owned by third parties who have provided Us with a license for such material, content service, or technology.
We do not have any obligation to verify the identity of the persons subscribing to the Services, or any obligation to monitor the use of the Services by other Users. RETAILinasia disclaims any and all liability for identity theft or any other misuse of Your identity or information.
We do not guarantee that the Services will function without interruption or errors in functioning. In particular, the Service may be momentarily interrupted due to maintenance, updates, or to make technical improvements. We disclaim all liability for damages caused by any interruption or errors in functioning. Furthermore, We disclaim all liability for any misfunctioning, impossibility of access, or poor use conditions of the Site due to inappropriate equipment, disturbances linked to any internet service provider, to the saturation of the internet network, and for any other reason unrelated to Us.
You will indemnify, and hold harmless, Us and Our Affiliates, not Our employees, officers, directors, representatives agents, service providers and Content providers from and against any Claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees on an indemnity basis) arising out of or relating to any third party Claim concerning Your:
- use of the Service (including any activities under Your account, and the use of that account by Your employees and personnel);
- breach of the Agreement or of an applicable law by You;
- Content or the combination of Your Content with other applications, content or processes, including any Claim involving alleged infringement or misappropriation of third party rights by Your Content or by the use, development, design, production, presentation or use of Your Content.
15. Notify Us of acts contrary to the Terms
If You believe that You are entitled or obligated to act contrary to the Terms under any mandatory laws, You agree to provide Us with 30 days prior written notice before You act contrary to the Terms, to allow Us to assess whether We may, at Our sole discretion, provide an alternative remedy for the situation.
16. Limitation of Liability
Neither Us nor any of Our Affiliates, employees, shareholders, or directors shall be liable for (1) any damages in excess of five times the most recent monthly fee that You paid to Us, if any, or HK$100 (whichever amount is greater) or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to You or any third person arising from Your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from the Site, even if We are aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall:
- apply regardless of whether You base Your claim on contract, tort, statute or any other legal theory, We knew or should have known about the possibility of such damages, or the limited remedies provided herein fail of their essential purpose; and
- not apply to any damage caused to You intentionally and knowingly in violation of the Terms or applicable law, or as otherwise mandated by applicable law that cannot be derogated from in the Terms.
You may terminate the Agreement, for any or no cause, at any time, with notice to RETAILinasia which shall be effective within 2 days of You providing Us with such notice. Any failure to agree to be bound by any revised Terms will be a termination of the Agreement by You, which shall be effective as soon as You indicate to Us that You do not wish to be bound by the revised Terms.
We may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. Termination of Your RETAILinasia account includes disabling Your access to the Site (including any content You submitted or others submitted) and may also bar You from any future use of the Site.
We may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who We reasonably believe to infringe any intellectual property rights of others, whether or not there is any repeat infringement.
18. Consequences of Termination
Upon termination, You lose access to RETAILinasia, and the provisions of the Agreement that by necessary implication survive termination will continue to have effect.
19. General Terms
The following provisions are just as important as the rest of the Terms. You should read these provisions, even though You may have seen similar ones before.
Third party beneficiaries
Each of Our Affiliates will be able to enforce and rely on any part of the Agreement that provides a benefit to them. Apart from that, the Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to the Agreement.
We may notify You via postings on the Site, and via email or any other communications means to contact information You provide to us. You may also notify us via email at Content@RETAILinasia.com, or via mail or courier at RETAILinasia; 7/F, Guandong Investment Tower, 148 Connaught Road Central, Hong Kong. Any notices that You provide without compliance with this Section on Notices shall have no legal effect. Notices provided to Us by email will be effective on the Business Day following receipt of the email into Our computing system.
All communications and notices that are made or given pursuant to the Agreement must be in English. A communication or notice that is made or given in another language or by any other means will not be effective.
If there are any documents that are translated into a language other than English, the English version of the document will prevail.
You will not assign the Agreement, or delegate or sublicense any of Your rights under the Agreement, without Our prior written consent. Any assignment or transfer in violation of this clause will be void. We may assign Our interest in the Agreement at any time without notice to You.
Subject to the foregoing, the Agreement will be binding upon You and Us and any successors and assigns.
Any Waiver must be written
If We do not enforce any provision of the Agreement, this does not amount to a present or future waiver of that provision, and it does not limit Our right to enforce the provision at a later time. All waivers by Us must be explicit and in writing to be effective.
If any portion of the Agreement is held to be invalid or unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If this construction is not possible, the invalid or unenforceable portion will be severed from the Agreement but the rest of the Agreement will remain in full force and effect.
Laws of Hong Kong apply
The Agreement is governed by, and construed in accordance with the law in force in Hong Kong. You and Us submit to the non-exclusive jurisdiction of the court exercising jurisdiction in Hong Kong, and any court that may hear appeals from any of those courts, for any proceedings in connection with the Agreement.
The Agreement is the entire understanding and agreement between You and Us regarding the subject matter. The Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us or You and Our Affiliates, whether written or verbal, regarding the subject matter of the Agreement. In no circumstances will any prior contract, relationship, representation, or agreement between Us or Our Affiliates and You or Your Affiliates, have any effect on the operation of this Agreement.
We will not be bound by, and specifically object to and declare to be null and void, any other provision which is different from or in addition to the provisions of the Agreement (whether or not it would materially alter the Agreement) and which is submitted by You in or with any order, receipt, acceptance, confirmation, correspondence or other document in relation to Your account, the use of the Service, or the Agreement.
For any other provision or requirement to be included into, or to vary any provision of the Agreement, that variation must be agreed to by Us through an employee of RETAILinasia explicitly agreeing in writing, identifying the new provision or variation. Mere course of conduct is not sufficient.
We reserve the right to modify, supplement or replace the Terms effective upon posting on the Site, or notifying You otherwise. If You do not agree to changes to the Terms, You can terminate the Agreement at any time in accordance with the Terms.
RETAILinasia Affiliates are not parties, but intended third party beneficiaries of the Agreement, with a right to enforce the Agreement directly against You.