TENCENT – UMBRELLA TERMS OF SERVICE

INTRODUCTION

Welcome to Tencent!

We offer a diverse range of services to our users. Your use of our products and services (“services” or “our services”) is subject to these Terms of Service (these “Terms“) – so please read them carefully.

Thank you for reviewing these Terms – we hope you enjoy using our services.

If you have any questions about, or if you wish to send us any notices in relation to, these Terms, please contact us at termsconditions@qq.com.

Compliance with these Terms

These Terms apply to you if you are a user of our services anywhere in the world, except if you belong in any of the following categories: (i) a user of our services (regardless of nationality) in the People’s Republic of China; (ii) a citizen of the People’s Republic of China using our services anywhere in the world; or (iii) a Chinese-incorporated company using our services anywhere in the world. If you belong in any of those categories, you are subject instead to the Terms of Service (PRC Users) in your use of our services.

Please review these Terms and our policies and instructions to understand how you can and cannot use our services. You must comply with these Terms in your use of our services and only use our services as permitted by applicable laws and regulations, wherever you may be when you use them.

If you do not agree to these Terms, you must not use our services.

Contracting Entity

By using our services, you agree to enter into these Terms with Tencent International Service Pte. Ltd., a Singaporean company located at 10 Anson Road, #21-07 International Plaza, Singapore 079903 (“we”, “our” and “us”).

We may specify in certain of our service-specific terms that you are contracting with one of our affiliate companies (instead of Tencent International Service Pte. Ltd.) in relation to your use of the service (or services) to which the relevant service-specific terms apply. Where this is the case, the relevant contracting entity will be identified in the relevant service-specific terms, and these Terms (including the relevant service-specific terms) will apply between you and that identified contracting entity in relation to your use of the relevant service (or services).

Other terms in relation to these Terms

If you are under the age of 13, you must not use our services. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can use our services.

If you are using our services on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to these Terms. In such circumstances “you” will include your Organisation.

We may translate these Terms into multiple languages. In the event there is any difference between the English version and any other language version of these Terms, the English version will apply (to the extent of the difference and to the extent permitted by applicable laws and regulations).

ADDITIONAL TERMS AND POLICIES

We offer a diverse range of services, so there are certain additional terms and policies that may be applicable to your use of all of our services or to specific services, as set out in this section and as otherwise notified to you from time to time. These additional terms of service and policies all form part of and are incorporated into these Terms.

Additional service-specific terms

Some of our services have additional terms specific to their use (as notified by us to you), and you must comply with such additional terms in your use of such services. Such service-specific terms include:

• WeChat Terms – which sets out terms applicable to your use of WeChat (including various services within WeChat (such as WeChat Payment), as expressly identified in those WeChat Terms);

• General End User Licence Agreement (“EULA“) – which sets out terms applicable to your use of our software (including our mobile applications, desktop software and games); and

• terms that may apply specifically to any special promotions (such as sweepstakes, contests and surveys) that we make available through our services.

Additional policies

The following are specific policies that you must comply with in using our services:

  • Privacy Policy – which sets out how we collect, store and use your personal information;

  • Cookies Policy – which sets out how we use cookies and log files in our services; and

  • Acceptable Use Policy – which sets out rules of good behaviour applicable to your use of our services.

Additional country-specific terms

If you are a citizen or a habitual resident of the following countries, the following country-specific terms will also apply to your use of our services:

  • USA; and

  • Australia.

Inconsistencies

To the extent that any additional terms or policies are different from these Terms, the relevant additional terms or additional policies will apply, except that nothing in those additional terms or policies will (unless expressly indicated otherwise in those additional terms or policies) amend the following sections of these Terms:

  • “Changes to these Terms and our services”;
  • “Our intellectual property rights and software”; and
  • “Liability for our services”.

However, to the extent that any country-specific terms differ from these Terms or any additional terms or policies, the relevant country-specific terms will apply, regardless of which section of these Terms is in question.

CHANGES TO TERMS AND OUR SERVICES

We may make changes to these Terms over time, so please come back and review them.

In addition, as our services and user experience are constantly evolving, we may from time to time (and to the extent permitted by applicable laws and regulations) add, change or remove features from our services (including in relation to whether a service is free of charge or not), or suspend or terminate a service altogether.

Where we consider that any changes to these Terms or our services are reasonably material, we will (where reasonably practicable) notify you (via our website, direct communication to you, or other means), prior to the change becoming effective.

By continuing to use our services after we make any changes to these Terms or our services, with or without notice from us, you are agreeing to be bound by these revised Terms.

YOUR ACCOUNT

You may need to create an account with us in order to access and use some of our services, such as a service-specific account or a QQ Number.

Your use of your QQ Number is subject to the QQ Numbers Policy, in addition to these Terms.

Your account is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Your account name, user ID and other identifiers you adopt within our services remains our property and we can disable, reclaim and reuse these once your account is terminated or deactivated for whatever reason by either you or us.

You are responsible for: (i) safeguarding your account details, including any passwords used to access your account and our services, and (ii) all use of our services under your account. You must promptly notify us (in the case of a QQ Number, via the contact methods as set out in the QQ Numbers Policy) if you know or suspect that your account or password has been compromised. We will regard all use of your account on our services as being by you, except where we have received and acknowledged your notification to us regarding your account/password being compromised.

Account deactivation

You may be able to deactivate your service-specific account – please refer to the relevant service for further guidance.

PAYMENTS

You may, from time to time, make payments on our services (whether to us or any third parties) as part of your use of our services (including for the provision of our services or provision of certain additional features within our services). Our services-specific terms may set out further terms applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to such payments by you.

YOUR CONTENT

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of our services (“Your Content”), you understand and agree that:

  • you will continue to own and be responsible for Your Content;
  • we will not sell Your Content to any third party;
  • our use of Your Content will be subject to our Privacy Policy;
  • you are giving us and our affiliate companies the right to use Your Content (with no fees or charges payable by us to you) including the right to create derivative works of, to publicly display and to publicly perform Your Content, for the purposes of providing, promoting, developing and trying to improve our services, including our relevant service that you submitted Your Content in and any other services that we may provide now or in the future;
  • we may use the name that you submit in connection with Your Content (whether that be your account name, real name or otherwise);
    • in using Your Content for these purposes, we and our affiliate companies may copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future, provided that they are incorporated into our services which you use;
    • we may share Your Content with third parties that we work with to help provide, promote, develop and improve our services, but we will not sell Your Content to such third parties (other than our affiliate companies) for their use for their own purposes (i.e. for any purposes that are not related to our services); and
    • you will comply with these Terms, including our Acceptable Use Policy, in your submission of Your Content.

In addition, you agree that we and our affiliate companies (subject to these Terms, our Privacy Policy and applicable laws and regulations):

  • are allowed to retain and continue to use Your Content after you stop using our services - for example, where you have shared Your Content with other users of our services;

  • may be required to retain or disclose Your Content in order to comply with applicable laws or regulations, or in order to comply with a court order, subpoena or other legal process, or we and our affiliate companies may disclose Your Content in response to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere); and

  • may need to disclose Your Content (including any information relating to your accounts with us) in order to enforce these Terms, protect our rights, property or safety, or the rights, property or safety of our affiliate companies or other users of our services.

You understand that even if you seek to delete Your Content from our services, it may as a technical and administrative matter take some time or not be possible to achieve this – for example, we may not be able to prevent any third party from storing or using any of Your Content that you have made public via our services.

We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate or as required by applicable laws and regulations.

Responsibility for Your Content

You are solely responsible for Your Content and we recommend that you keep a back-up copy of it at all times. You must at all times ensure that: (i) you have the rights required to submit, transmit or display Your Content, and to grant us the rights as set out in these Terms; and (ii) Your Content (and our use of Your Content in accordance with these Terms) does not infringe or violate the rights of any person or otherwise contravene any applicable laws or regulations.

INFRINGEMENT OF RIGHTS

We may respond to notices of alleged infringement of rights (including infringement of intellectual property rights, defamation and infringement of other civil rights) and other claims and demands. If you have any such infringement-related concerns, please contact termsconditions@qq.com.

THIRD PARTY CONTENT AND SERVICES

We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by our services, including any Your Content or other content provided by other users of our services or by our advertisers. You acknowledge and agree that by using our services you may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from our services by you is at your own risk. Your use of our services does not give you any rights in or to any content you may access or obtain in connection with your use of our services.

We also do not guarantee the quality, reliability or suitability of any third party services provided, made available, advertised or linked through our services, and we will bear no responsibility for your use of or relationship with any such third party services. If you access third party services through our services, you must comply with any terms and conditions applicable to those services.

We may review (but make no commitment to review) content or third party services made available through our services to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of our services.

There may be, from time to time, third party content and services on our services that are subject to further terms, including terms from the relevant third party that originally produced such content and services (for instance, the news agency that was responsible for writing a news article that then appears on our services, or the record company that owns the copyright to the relevant song that you have accessed on our services). In such cases, you agree to comply with any such further terms and conditions as notified to you in relation to such third party content and services.

ADVERTISING CONTENT ON OUR SERVICES

Some of our services may include advertising or commercial content. You agree that we are allowed to integrate, display and otherwise communicate advertising or commercial content in our services and that (where reasonably practicable) we will identify paid services and communications. You also agree that, as explained in more detail in our Privacy Policy, we use targeted advertising to try to make advertising more relevant and valuable to you.

OUR INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or to our services and software (including any future updates, upgrades and new versions) will continue to belong to us and our licensors. Except as expressly provided in these Terms, you have no right to use our intellectual property rights. In particular, you have no right to use our trademarks or product names (for example, “Tencent”, or “QQ”), logos, domain names or other distinctive brand features without our prior written consent. Any comments or suggestions you may provide regarding our services are entirely voluntary and we will be free to use these comments and suggestions at our discretion without any payment or other obligation to you.

Where our services involve you downloading and using any software provided by us, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable, royalty-free and revocable licence to use the software in order to use our services in accordance with these Terms (including any specific technical requirements that relate to the software or its use on your particular device). Your use of any of our software and services is also subject to the terms and conditions set out in our General EULA, which is incorporated by reference into these Terms. Please note that these licence terms may be supplemented by terms and conditions applicable to the specific software.

You may not copy, modify, reverse compile, reverse engineer or extract source codes from our software, except to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from our software, you will first contact us to request the information you need.

We may from time to time provide updates to our software. Such updates may occur automatically or manually. Please note that our services may not operate properly or at all if upgrades or new versions are not installed by you. We do not guarantee that we will make any updates available for any of our software, or that such updates will continue to support your device or system.

USE OF YOUR DEVICE BY OUR SERVICES

In order for us to provide our services to you, we may require access to and/or use of your relevant device (e.g. mobile phone, tablet or desktop computer) that you use to access that relevant service – for example, we may need to use your device’s processor and storage to complete the relevant software installation, or we may need to access your contact list to provide certain interactive functions within our apps. You agree to give us such access to and use of your device.

We will provide further information regarding how a particular service uses and accesses your device within that relevant service or in another manner (e.g. via the relevant app store as part of the relevant service’s installation process). You understand that if you do not provide us with such right of use or access, we may not be able to provide the relevant service to you.

Any Personal Information (as defined in the Privacy Policy) that we use or access within your device will be treated in accordance with these Terms, including our Privacy Policy.

Please note that we are not responsible for any third party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of our services or software.

HEALTH AND SAFETY WARNINGS

You must read and follow the health and safety warnings provided by the manufacturer of any device on which you will use our services and software. In addition, you must also read the following health and safety warnings before using our services and software. By using our services and software, including any product using virtual reality technology, you agree that you have read and understand these warnings and instructions:

Warning – General Precautions

Do not use our services and software if you are tired; need sleep; are under the influence of alcohol or drugs; are hung-over; have digestive problems; are under emotional distress or anxiety; or are suffering from a cold, flu, headaches, migraines, earaches or any other condition that could impair your sense of motion or balance.

Your use of our services and software, including any virtual reality technology, may distract you from or obstruct your view of your actual surroundings. Before using our services and software, review your surroundings, clear all potential obstacles, and take steps to prevent other obstacles – including children and pets – from entering your surroundings. Serious injuries can result from tripping, running into or striking obstacles in your surroundings. Avoid using our services and software near stairs, balconies, open doors, windows, open flames, ceiling fans, sharp objects or other potentially hazardous conditions.

Objects that appear in the virtual environment do not exist in your actual environment. Injuries may result if you attempt to sit, stand or lean upon objects in your virtual environment.

Take periodic breaks when using our services and software, including at least a 10 to 15 minute break after every 30 minutes or use. Take additional or more extended breaks if you experience any discomfort while using our services and software.

Warning – Photosensitive Seizure

A small percentage of individuals may experience seizures or blackouts when exposed to certain visual images, including flashing lights or patterns that may appear in video games and virtual reality environments, even if these individuals have no history of seizures or epilepsy. If you or your child have a history of seizures or epilepsy, you must consult your physician before using our services and software. If you or your child experience any symptoms linked to a seizure or epilepsy—including dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, or any involuntary movement or convulsion—while using our services or software, you or your child should discontinue use of such services or software and consult a physician, and resume use of such services or software only on approval of your physician.

Warning – Children

Adults should monitor the use of our services and software by children between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), should ensure that such children use our services and software in accordance with these Health and Safety Warnings, and should monitor such children for abnormal symptoms—including symptoms of seizure or epilepsy, or other impairments—after using our services and software. Children should avoid prolonged use of our services and software, and should take regular breaks.

Warning – Discomfort

You should immediately stop using our services and software if you experience seizures; loss of awareness; eye strain; eye or muscle twitching; involuntary movements; altered, blurred or double vision or other visual abnormalities; dizziness; disorientation; impaired balance; impaired hand-eye coordination; excessive sweating; increased salivation; nausea; lightheadedness; discomfort or pain in the head or eyes; drowsiness; fatigue; or symptoms of motion sickness. Do not engage in any visually or physically demanding activities – including driving, operating machinery, playing sports or riding a bicycle – until all of your symptoms have completely subsided for several hours. Consult your physician if you have serious and/or persistent symptoms.

Warning – Physical and Psychological Effects

Content, especially within the virtual reality environment, can be intense, immersive, and appear very life-like, and may cause you to react as if you were experiencing the content in your actual environment. For example, certain types of content (e.g. violent, scary or emotional) could trigger increased heart rate, spikes in blood pressure, panic attacks, anxiety, post-traumatic stress, fainting, and other adverse effects. If you have a history of such reactions to certain real life circumstances, you should avoid using our services and software to view similar content.

WARRANTY AND DISCLAIMERS

We will provide our services using reasonable care and skill.
APART FROM THE WARRANTY IN THE PRECEDING SENTENCE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL OF OUR SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES OR SOFTWARE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATE COMPANIES:
1. MAKES NO REPRESENTATION, WARRANTY OR UNDERTAKING OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION TO OUR SERVICES OR SOFTWARE; AND
2. DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION TO OUR SERVICES OR SOFTWARE,
INCLUDING, FOR EACH OF PARAGRAPHS (I) AND (II);
3. ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT OUR SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
4. ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT OUR SERVICES OR SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; AND
5. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THESE TERMS, THE GENERAL EULA OR OUR SERVICES OR SOFTWARE, ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS: (I) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SPECIFIC SERVICE OR SOFTWARE TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (II) USD100 ($100).

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE IN CONNECTION WITH THESE TERMS, THE GENERAL EULA OR OUR SERVICES OR SOFTWARE FOR ANY DAMAGES CAUSED BY: (I) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (II) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (III) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (IV) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (V) FAILURE TO SAVE OR BACK UP ANY DATA OR OTHER CONTENT; (VI) IMPROPER OR UNAUTHORISED USE OF OUR SERVICES OR SOFTWARE; (VII) YOUR USE OF OUR SERVICES OR SOFTWARE IN BREACH OF THESE TERMS OR THE GENERAL EULA; OR (VIII) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.

Nothing in these Terms limits or excludes any of the following liabilities, except to the extent that such liabilities may be waived, limited or excluded under applicable law:

  • any liability for death or personal injury;
  • any liability for gross negligence or wilful misconduct; or
  • any other liability to the extent that such liability cannot be waived, limited or excluded under applicable law.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY OF YOUR STATUTORY RIGHTS IN YOUR JURISDICTION (INCLUDING ANY RIGHTS UNDER APPLICABLE CONSUMER PROTECTION REGULATION), TO THE EXTENT THESE MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAW.

INDEMNIFICATION

YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING OUR SERVICES OR SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US, OUR PARTNERS AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM: (I) YOUR USE OF, OR INABILITY TO USE, OUR SERVICES OR SOFTWARE; (II) YOUR BREACH OF THESE TERMS (INCLUDING ANY TERMS OF THE GENERAL EULA), OR ANY OTHER POLICIES, WARNINGS OR INSTRUCTIONS PROVIDED BY US; OR (III) YOUR VIOLATION OF ANY APPLICABLE LAW OR ANY RIGHTS OF OURS, OUR PARTNERS, OUR AFFILIATE COMPANIES AND/OR ANY THIRD PARTIES.

TERMINATION

These Terms will apply to your use of our services until access to the relevant services is terminated by either you or us.

We may suspend or terminate your access to your account or any or all of our services: (i) if we reasonably believe that you have breached these Terms; (ii) if your use of our services creates risk for us or for other users of our services, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) if you fail to use our services for a prolonged period; or (iv) for any other reason. Where reasonably practicable, we will give you notice of any suspension or termination.

Retention and back-up of Your Content

Following termination of these Terms, we will only retain and use Your Content in accordance with these Terms, including the Privacy Policy. Where we suspend or terminate a service, or where your access to our services is terminated by you or us, we do not guarantee that we will be able to return any of Your Content back to you and we may permanently delete Your Content without notice to you at any time after termination. Please ensure that you regularly back up Your Content.

GENERAL

These Terms are the entire agreement between you and us in relation to our services. You agree that you will have no claim against us for any statement which is not explicitly set out in these Terms. The invalidity of any provision of these Terms (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision). If a court holds that we cannot enforce any part of these Terms as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws and regulations, without changing the remaining terms of these Terms. No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision. Any rights and obligations under these Terms which by their nature should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of these Terms.

No person other than you and us will (subject to any applicable laws and regulations) have any right to enforce these Terms against any person, and you may not delegate, assign or transfer these Terms or any rights or obligations under these Terms, without our prior consent. We may freely assign, transfer or sub-contract these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or notice. You acknowledge and agree that in no event will our partners or affiliate companies have any liability under these Terms.

GOVERNING LAW AND DISPUTE RESOLUTION

Except to the extent that: (i) any applicable additional terms incorporated into these Terms provide differently, or (ii) the applicable law of your jurisdiction mandates otherwise (for instance, you may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court (or similar court)), these Terms, any dispute or claim arising out of or in connection with these Terms (including your use of our services or software), will be governed by the law of the Hong Kong Special Administrative Region.

Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with these Terms (including your use of our services or software), including their existence, validity, interpretation, performance, breach or termination, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of the arbitration will be Hong Kong. There will be one arbitrator only. The arbitration proceedings will be conducted in English.

TERMS OF SERVICE (USA-SPECIFIC TERMS)

If you are a user of our services in the United States of America, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.

If you are a California resident, you agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction), which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

TERMS OF SERVICE (AUSTRALIA-SPECIFIC TERMS)

If you are a user of our services in Australia, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.

All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Terms or their subject matter, not contained in these Terms, are excluded from these Terms to the maximum extent permitted by applicable laws and regulations.

Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable laws and regulations which cannot lawfully be excluded, restricted or modified.

If any guarantee, condition, warranty or term is implied or imposed by any applicable laws and regulations and cannot be excluded (a “Non-Excludable Provision”), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:

  • in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
  • in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.