M800 General Terms and Conditions
Latest Update: 29th September 2014
Welcome to M800.com.
BY USING THE WEBSITE, YOU ARE BOUND BY THIS AGREEMENT. You agree to incorporate this Agreement into Your own policies to ensure that Your customers adhere to M800’s policies. If You are accepting on behalf of Your employer or another entity, You represent and warrant that: (i) You have read and understand this Agreement, and (ii) You have full legal authority to bind your employer, or the applicable entity, to this Agreement .
We reserve the right to change this Agreement from time to time by publishing the latest version of the Agreement on the Website. Your continued use of the Website constitutes the acceptance by You of all amendments contained herein.
- 1. Your M800 Account
1.1. You may create an online account with M800 (the “Account”) by submitting a username and password and filling in your details as required to use the M800 Website and subscribe to services provided by M800, (the “Services”). It is Your responsibility to check Your Account, registered email address and the Website regularly in order to view M800 notifications, including but not limited to notices, promotion notices, low balance reminders, top-up confirmations, marketing communications and other notifications.
1.2. Subject to Your acceptance of this Agreement, M800 hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Website during the Term of this Agreement. You must not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Website, and Products or Services for any purpose whatsoever. You may not allow any unauthorized third party to access Your Account for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by M800.
1.3. You may not remove, obscure, or alter any notice of any M800 trademark, service mark or other intellectual property or proprietary right on the Website or contained within the Services.
1.4. You are responsible for all information, data, text, images or content originating from Your Accounts. As such, You should protect Your Account name, password, registered email account and any personal information. Actions taken using Your credentials shall be deemed to be taken by You, with all consequences including service termination, civil and criminal penalties. Without prejudice to any provision contained herein, M800 does not warrant the confidentiality or security of any information or content (whether personal or otherwise) transmitted by or on behalf of You through the Website as permitted by law.
1.5. You are prohibited to use our Services in the following way:
1.5.1. distribute, publish, send, or facilitate or permit the sending of unsolicited messages, promotions, advertising, or solicitations (such as "spam"), including commercial advertising and informational announcements that does not have the express permission of the end-user;
1.5.2. use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive;
1.5.3. use the Services to violate or circumvent the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”), including without limitation accessing or using any System without permission, intercepting or monitoring data without permission, and falsifying transmission, termination or origination information regarding messages. Further, you many not facilitate the transmission or utilization of any viruses, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of any System (or would permit a third party to do so); or
1.5.4. make network connections to any users, hosts, or networks unless you have permission to communicate with them, and you may not use the Services to impair or disrupt any users, hosts or networks, including through monitoring, crawling, denial-of-service attacks or any other interference.
1.6. Access to any particular Service is subject to preliminary and ongoing due diligence, review and audit by M800 and its service providers, and you shall cooperate with such activities. M800 may block any Services at its sole discretion. We reserve the right, but do not assume the obligation, to investigate any potential violation of this Policy or misuse of the Services, and you shall provide your cooperation with such investigation. We may investigate violations of this Agreement or misuse of the Services; or remove, disable access to, or modify any content or resource that violates this Agreement or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to relevant law enforcement officials, regulators, or other third parties. Our reporting may include disclosing customer information and data. We also may cooperate with appropriate law enforcement agencies, regulators, or other third parties to help with the investigation and prosecution of potentially illegal conduct by providing network and systems information related to alleged violations of this Agreement.
1.7. Subject to M800’s commercially reasonable efforts, data generated by Your use of the Service will remain available via M800’s Website. We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur with respect to loss of data associated with Your account and data therein.
- 2. Terms and Termination
2.1. The Term of this Agreement commences on the date that You accept this Agreement. The Agreement will remain in effect until Your Account is terminated by You or M800.
2.2. You can terminate this Agreement with or without cause, by closing Your Account.
2.3. M800 may, at its sole discretion, suspend Your Account, terminate this Agreement, or cease to provide all Services to You in its entirety, without cause by providing You thirty (30) days' advance notice, or immediately with cause.
2.4. M800 reserves its right to refuse any and all of your current and future attempts to establish new Services with us pursuant to Clause 2.3.
2.5. Either Party shall not be in default under this Agreement if its failure to perform is caused by any event of Force Majeure. The party shall promptly notify the other Party of both (a) the existence of the event relied upon and (b) the cessation or termination of that event (where applicable). In any event, both Parties shall at all times use all reasonable endeavours to mitigate the effects of a Force Majeure on the performance of its obligations under this Agreement. If the Force Majeure lasts for more than thirty (30) days, both parties shall reserve its rights to terminate this Agreement.
2.6. Upon termination of this Agreement, M800 will immediately suspend Your right to use the Website and/or Services or terminate this Agreement in its entirety.
2.7. M800 may temporarily suspend the Services in order to undertake maintenance or upgrades.
2.8. Clauses 3, 5 and 6 shall survive after the termination of this Agreement.
- 3. Licenses
3.1. Subject to the Terms, You will have a limited, non-exclusive, non-transferable, non-sublicenseable right solely during the period that Your Account remains active and permit your authorized employees, contractors, and agents to use the same.
3.2. You, and your authorized employees, contractors, and agents will not be allowed to: (a) reverse engineer, decompile, or disassemble the Service; (b) market, sell, sublicense, rent, lease, or otherwise distribute the Service, in whole or in part; (c) modify, upgrade, improve, enhance or create derivative works of any portion of the Service for any purpose (including without limitation error correction or any other type of maintenance); or (d) remove, obscure, or alter any identification, proprietary, copyright or other notices in the Service.
- 4. Intellectual Property
4.1. You retain all rights and ownership in your Data. We do not claim any ownership rights in your Data.
4.2. Other than the limited use and access rights expressly set forth in this Agreement, M800 reserves all right, title and interest, including all intellectual property and proprietary rights, in and to: (i) the Website; (ii) the Services; (iii) the M800 Properties; and (iv) any other technology and software that M800 provide or use to provide the Services and the M800 Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Website, the Services, the M800 Properties, or such other technology and software, except for the limited use and access rights described in this Agreement.
4.3. M800 may, at its discretion, offer You certain Services, software, tools, application samples, or documentation under any license. Any such products will be marked with copyright details, and those copyrights will apply to those and only those documents. M800 and its suppliers reserves all rights to any documents, tools, services, technologies and the like excluding those designated with an open license.
4.4. In the event You elect to communicate to M800 with regard to any enquiries, suggestions for improvements to the Website, the Services, or the M800 Properties (collectively, "Feedback"), M800 shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to M800 via comments, forums, emails and the like (collectively, “Communications”) shall be considered the property of M800. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain its rights to the Feedback and Communications.
4.5. During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against M800 or any of M800’s customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Website or Services.
- 5. Representations, Warranties, Disclaimers and Limitation of Liability
5.1. You represent and warrant that You will not use the Website (including the forums and comments sections), Services, M800 Properties, Your Account or Your Content in a manner that violates the law. To this effect, M800 requires You to take reasonable precautions to promote best practices in using the Services. Although M800 does not assume the duty or obligation to monitor any materials created, posted or uploaded by You or any third parties, M800 reserves the right, in its sole discretion, to monitor any and all materials posted or uploaded by You or any third parties at any time without prior notice to ensure that they conform to any usage guidelines or policies relating to its Website or Services.
5.2. You represent and warrant: (i) that You are solely responsible for the operation, and maintenance of Your Account and for Your use of the M800 Services or Website ; (ii) that You do not violate, misappropriate or infringe any rights of M800 or any third party, , invasion of privacy or publicity, or otherwise violate any rights of any third party, or involve in any illegal activity or promote illegal activities, including, without limitation, any manner that might be labelled libellous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) that neither Your Account nor Your Content contains any harmful components; and (iv) to the extent to which You use any of the M800 Services or the Website, that You will conduct Your business in a professional manner and in a way that is not detrimental to the goodwill and reputation of M800. You also represent and warrant that You are responsible for any charges incurred by virtue of Your use of the Service whether or not You authorised such use of the Service.
5.3. You represent and warrant that: (i) the information You provide in connection with Your registration for the Account and Services is accurate and complete; (ii) You are duly authorized to do business in the jurisdiction where You operate; and (iii) You are an authorized representative of Your entity duly authorized to access the Services and to legally bind You to this Agreement and all transactions conducted under Your Account.
5.4. M800 Properties, the Website, the Services and all technology, software, functions, content, images, materials and other data or information provided by us or its licensors in connection therewith (collectively the "Service Offerings") are provided on an "AS IS." Basis. M800 and its licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise with respect to the M800 properties, the Website, or the Services. Except to the extent prohibited by applicable law, M800 and its licensors disclaim all warranties, including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. M800 and its licensors do not warrant that the Services or Website will function as described, will be uninterrupted or error free, or free of harmful components, or that the data You store within the Services will be secure or not otherwise lost or damaged. M800 and its licensors shall not be responsible for any Service or Website interruptions, including, without limitation, power outages, system failures or other interruptions. No advice or information obtained by You from us or from any third party or through the services shall create any warranty not expressly stated in this Agreement.
5.5. Neither M800 nor any of its licensors shall be liable to You for any direct, indirect, incidental, special, punitive, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses (even if we have been advised of the possibility of such damages) in connection with this agreement, including, without limitation, any such damages resulting from: (i) the use or the inability to use the Website, or the Services; (ii) the cost of procurement of substitute goods and services; or (iii) unauthorized access to or alteration of your Content. In any case, its aggregate liability under this agreement shall be limited to the amount actually paid by You to us hereunder for the services Third Party Materials: Certain content, products, and services available via the Website (or links contained therein) may include materials, software, plug-ins, applications and other resources from third parties and access to third party websites (collectively "Third Party Materials"). You acknowledge and agree that M800 is not responsible for examining or evaluating the content or accuracy of any such Third Party Materials and that M800 does not warrant or endorse and does not assume (and will not have) any liability or responsibility for any Third Party Materials or any damage or loss resulting therefrom. The availability of Third Party Materials is provided solely as a convenience to You. You agree that You must evaluate, and bear all risks associated with, the use of any Third Party Materials, including any reliance on the accuracy, completeness, or usefulness thereof.
- 6. Indemnity
6.1. You agree to indemnify, defend and hold M800, its affiliates and licensors, each of its and their business partners (including third party sellers on websites operated by or on behalf of us) and each of its and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of (i) Your use of the Services, M800 Properties and/or the Website in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, and/or applicable law, (ii) Your Account, Your Content, or the combination of either with other materials, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Account and/or Your Content, (iii) Your violation of any term or condition of this Agreement or any applicable additional policies, including without limitation, Your representations and warranties, or (iv) You or Your employees' or personnel's negligence or willful misconduct.
6.2. You will have the right to defend against any such claim with counsel of Your own choosing (subject to its written consent) and to settle such claim as You deem appropriate, provided that You shall not enter into any settlement without its prior written consent of M800 may, at any time, be party to the claim.
7. Miscellaneous Provision
7.1. Notice under this Agreement must be given in writing, hand delivered, sent by pre-paid post, by facsimile transmission or in electronic form (such as e-mail) to the recipient’s address specified on the Website or registered to Your Account. A notice given in accordance with this Clause is taken to be received, in the absence of evidence of earlier receipt: (i) if hand delivered, on delivery; (ii) if sent by pre-paid post, three (3) calendar days after the date of posting; (iii) if sent in an electronic form, on the date on which the recipient’s e-mail system logs the e-mail message as being received.
7.2. You may not transfer or assign this Agreement without the prior written consent of M800. Any unauthorized attempt to transfer or assign this Agreement will be null and void.
7.3. Unless expressly specified, no exclusivity is granted by either party to the other.
7.4. If any provision or any obligation of this Agreement are found invalid or unenforceable by a court or other tribunal of competent jurisdiction, any such provision or obligation will be deemed and construed to extend only to the maximum permitted by law, and the remainder of these Terms and Conditions will remain valid and enforceable according to its terms.
7.5. This agreement is governed and construed in accordance with the laws of Hong Kong S.A.R without giving effect to principles of conflict of laws, and shall be subject to the exclusive jurisdiction of the courts of Hong Kong.
7.6. You and M800 agree to resolve disputes by arbitration only. The Arbitration shall take place in Hong Kong, conducted in accordance with the International Chamber of Commerce rules for Arbitration in the English Language. The number of arbitrators shall be one (1) and they shall be appointed in accordance with the aforementioned rules.
7.7. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations and understandings, whether oral or written.