1. |
Interpretation |
1.1 |
In this User Agreement, the following terms have the following meanings: |
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"Affiliates" |
means persons, companies, or organizations, who have commercial or business connections with DragonStack UK Ltd; |
"Agreement" |
means this agreement between DragonStack UK Ltd and you; |
"Content" |
means all Content and material included on our Site, including, but not limited to text, graphics, logos, button icons, news articles, photographs, images, audio clips, digital downloads, data compilations, and software |
"Fridæ Marks" |
means any trade marks belonging to |
"Member" |
means any registered User of our Site; |
"Our Site" |
fridae.asia |
| "Products" |
means any goods, products, merchandise and/or any other commodities made available for purchase on our Site; |
"Services" |
means any services provided by our Site, including but not limited to message board, chat, instant messaging, email, Friends and Favourites, e-Cards, sale of any Products and auctions ; |
"User" |
means any person who accesses or logs on to our Site |
"We", "us" or "our" |
means DragonStack UK Ltd, a company registered in England and Wales, its holding company, subsidiary companies, licensees and assignees; and |
"Your Content" |
means all reviews, comments, e-cards and other communications, suggestions, ideas, comments, questions, or other information posted by the User. |
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2. |
Fridae |
| 2.1 |
Welcome to fridae.asia. Our Affiliates and we value you as our Member and User. Please read this Agreement carefully before you use our Site. |
| 2.2 |
By using our Site, you agree to have accepted and be bound by the terms and conditions of this Agreement as the same may be modified from time to time at our absolute discretion . |
| 2.3 |
If you do not agree to all or any of the terms and conditions of this Agreement, you will not have any right to use our Site. We reserve the right to terminate your membership at any time if you breach any of these terms and conditions. |
| 2.4 |
In addition, when you use any of our current or future Services (e.g., Friends & Favorites, e-Cards, and Auctions) or visit or purchase any Products from any of our Affiliates, whether or not included in our Site, you agree to the guidelines and conditions applicable to such service or business. |
| 2.5 |
fridae.asia is owned and operated by DragonStack UK Ltd. |
| 2.6 |
We are a pioneering lifestyle experience dedicated to serving the needs of the gay and lesbian community in Asia Pacific and beyond. |
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3. |
Age & Membership |
| 3.1 |
By registering with us, you warrant that you are a natural person and that you are at least 18 years of age and it is not considered illegal or prohibited in your relevant jurisdiction to access our Site. You agree to ensure that your registration details, including the date of your birth, are true and accurate at all time. Specifically, you must notify us of any change to the registration details as originally supplied. |
| 3.2 |
You also undertake that you will not permit any person(s) under 18 years of age (or the age of consent in the relevant jurisdiction) to access the web site; and especially if such access if considered illegal or prohibited in the relevant jurisdiction. |
| 3.3 |
Any false information provided by you at the registration shall constitute a breach of this Agreement and will result in the immediate termination of your account and/or permanent barring of future membership. |
| 3.4 |
You represent and warrant to us and/or our Affiliates that you are of legal contractual age in your jurisdiction and in our Affiliates' jurisdiction to purchase any Products and/or use any Services offered by us and/or our Affiliates. |
| 3.5 |
You must ensure that your access to our Site is not illegal or prohibited by the laws which apply to you. |
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4. |
Access |
| 4.1 |
Subject to the terms and conditions of this Agreement, we will use reasonable efforts to provide the Services that you have selected. |
| 4.2 |
You represent that the Services selected by you are solely for your own use and not for the use or benefit for any third party. You agree to use our information and Services for lawful purposes only. You must take your own precautions to ensure that the process which you employ for accessing our Site does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. |
| 4.3 |
For the avoidance of doubt, we do not accept any responsibility for any interference or damage to your own computer system which arises in connection with your use of our Site or any linked web site. Whilst we have no reason to believe that any information contained on our Site is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep our Site updated. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information contained on our Site. |
| 4.4 |
Responsibility for the content of advertisements appearing on our Site (including hyperlinks to advertisers' own web sites) rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers' products and each advertiser is solely responsible for any representation made in connection with its advertisement. |
| 4.5 |
We make no warranty that the goods acquired from us over our Site will meet your particular requirements. |
| 4.6 |
You shall not use another Member's or User's identity or information with the intent to impersonate him/her . |
| 4.7 |
We may change, suspend or discontinue all or any part of our Services at any time, including the availability of any feature, database or Content. We may also impose limits on certain features and Services or restrict your access to all or any part of our Services without notice or liability. |
| 4.8 |
We, at our sole discretion, reserve the right to modify this Agreement at any time and inform you of the modification by posting a notice on our Site. |
| 4.9 |
You shall be responsible for reviewing and becoming familiar with any such modifications. |
| 4.10 |
Our Affiliates or we do not and are not obliged to provide or maintain any equipment or ancillary services needed by you to connect to, access or otherwise use the Services. |
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5. |
Copyright Statement |
| 5.1 |
All Content is either the property of DragonStack UK Ltd or our Content suppliers and protected by the laws of England and Wales and international copyright laws, as applicable. |
| 5.2 |
The compilation of all Content on our Site is the exclusive property of DragonStack UK Ltd and is protected by the laws of England & Wales and international copyright laws, as applicable. |
| 5.3 |
All software used on our Site is either the property of DragonStack UK Ltd or our software suppliers and protected by the laws of England & Wales and international copyright laws, as applicable. |
| 5.4 |
You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided as hereafter stated) or create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials or Services in whole or in part, except with our prior written consent |
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6. |
License to Use |
| 6.1 |
You may download or copy the Content, and other items displayed on our Site for download, for personal use only, provided you observe all intellectual property rights, including without limitation, copyrights of DragonStack UK Ltd and/or any other third party, and other notices contained in such Content. Copying or storing of any Content, other than for personal and noncommercial use, is expressly prohibited without prior written permission from DragonStack UK Ltd, or from the rightful owner of such intellectual property rights whether or not identified in such Content's notice |
| 6.2 |
You may download or copy the Content, and other items displayed on our Site for download, for personal use only, provided you observe all intellectual property rights, including without limitation, copyrights of DragonStack UK Ltd and/or any other third party, and other notices contained in such Content. Copying or storing of any Content, other than for personal and noncommercial use, is expressly prohibited without prior written permission from DragonStack UK Ltd, or from the rightful owner of such intellectual property rights whether or not identified in such Content's notice . |
| 6.3 |
Our Site (or any portion thereof) may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our prior express written consent. You may not frame or utilize framing techniques to enclose any of our trademark, logo, or other proprietary information (including images, text, page layout, or form) and/or of our Affiliates without express written consent. |
| 6.4 |
You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our prior express written consent. Any unauthorized use terminates the permission or license granted by us and constitutes a breach of this Agreement . |
| 6.5 |
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of our Site so long as the link does not portray us, our Affiliates, or our/our Affiliates' Products and/or Services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of Fridæ's intellectual property, including Fridae Marks as part of the link without our prior express written permission . |
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7. |
Trademarks |
| 7.1 |
Our graphics, logos, page headers, button icons, scripts, and service names are our intellectual property. Fridæ Marks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among members of the public, including but not limited to other Users and our business partners, or in any manner that disparages or discredits any of the aforementioned parties in any way . |
| 7.2 |
All other trademarks that do not belong to us that appear on our Site are the property of third parties, who may or may not be affiliated with, connected to, or sponsored by us, and you shall be obliged to observe the rights of such parties |
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8. |
Your Account |
| 8.1 |
If and when you use our Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. |
| 8.2 |
You are not allowed to share your account with any third party. Any fraudulent, abusive or otherwise illegal activity shall constitute grounds for termination of your account at our sole discretion. |
| 8.3 |
Any misuse or abuse of your account by you or any third party, with or without your consent, which results in an illegal activity may be referred to the appropriate law enforcement agencies |
| 8.4 |
We will not be held liable for any loss that you might suffer through another person's use of your account. |
| 8.5 |
You will inform us by email at webmaster@fridae.asia, of any known or suspected breach of security on our Site, including any loss, theft or unauthorized disclosure of your password or credit card information. |
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9. |
Posting of Your Content |
| 9.1 |
You may post Your Content on our Site. |
| 9.2 |
You agree not to send any of Your Content through your account, either directly or indirectly, that is illegal, obscene, pornographic, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties including messages which are deemed abusive, harassing, defamatory, hateful, racially, ethnically or otherwise objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or which we object to in our absolute discretion. |
| 9.3 |
You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of Your Content. |
| 9.4 |
We reserve the right (but not the obligation) to remove or edit Your Content, at our absolute discretion but are not obliged to regularly review posted content. |
| 9.5 |
You shall not post, transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account or private information from any Member or User. |
| 9.6 |
You agree to abide by the rules and policies attached to this Agreement as " Schedule A " and any such changes made to this schedule by us from time to time. |
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10. |
Right to Peaceful Usage |
| 10.1 |
You should be civil and respectful to other Members and Users. |
| 10.2 |
You shall not interfere with another Member's or User's right to his/her peaceful and quiet enjoyment of our Services . |
| 10.3 |
You should not cause distress, embarrassment, unwanted attention or discomfort to other Members and Users. |
| 10.4 |
You should not make personal attacks on another Member or User of any kind and in any manner, including without limitation, attacks based on his/her race national origin, ethnicity, religion, gender, sexual orientation, disability or other identification. |
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11. |
Grant of Rights to Your Content |
| 11.1 |
If you post content or submit material, you are deemed to agree to grant us and our Affiliates an exclusive, royalty-free, perpetual, irrevocable right to, sub-license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any manner and in any form. |
| 11.2 |
You irrevocably grant us and our Affiliates and sub-licensees the right to use the name that you submit in connection with Your Content. |
| 11.3 |
You represent and warrant that you own or otherwise control all of the rights to Your Content; that Your Content is accurate; that use of Your Content does not violate any third party and will not cause injury to any person or any legal entity; and that you will indemnify us or our Affiliates for all loss, claims and damages resulting from Your Content. |
| 11.4 |
We have the right but not the obligation to monitor and edit or remove all or any part of Your Content. |
| 11.5 |
We take no responsibility and assume no liability for Your Content and any content posted by any third party. |
| 11.6 |
We reserve the right to retain and archive all or any part of Your Content. |
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12. |
Advertising Content |
| 12.1 |
We will not accept any advertising content that includes services breaching of pertinent legislation. This includes but is not restricted to soliciting payment for services of a sexual nature. |
| 12.2 |
Our advertising content may not include images breaching applicable standards of public decency. |
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13. |
Disclaimer |
| 13.1 |
Our Site is provided by us on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, as to the operation of our Site or the information, Content, materials, or the merchantability or fitness for a particular product, service or merchandise, its purpose or non-infringement included on our Site, whether it is provided by us and/or our Affiliates. |
| 13.2 |
You expressly agree that your use of our Site is at your sole risk and we have no special relationship with you nor owe any duty of any kind to you and/or any third party and make no commitment to screen, edit, monitor, or censor any Content transmitted or received via our Site or stored on any computer equipment attached to our network over the Internet. |
| 13.3 |
To the full extent permissible by applicable laws, any condition or warranty, including without limitation any implied warranty of merchantability or fitness for any particular purpose, which would otherwise be implied into these terms is hereby excluded. |
| 13.4 |
Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following: (a) if the breach relates to goods, (i) the replacement of goods or the supply of equivalent goods, (ii) the repair of such goods, (iii) the payment of the costs of replacing the goods or of acquiring equivalent goods or (iv) the payment of the cost of having the goods repaired; and (b) if the breach relates to Services, (i) the supplying of the Services again, or (ii) the payment of the costs of having the Services supplied again. Provided always that in each instance, our liability shall not exceed, in aggregate, US$100.
Except in relation to liability for personal injury (including sickness and death), and except as otherwise stipulated in these terms and conditions, we will not accept liability to you in respect of any loss or damage (including indirect, special or consequential loss or damage) which may be suffered or incurred by you or which may arise directly or indirectly in respect of goods or Services supplied pursuant to a order placed on this web Site or in respect of any failure or omission on our part to comply with our obligations as set out in these terms and conditions. |
| 13.5 |
We do not warrant that our Site, its servers, or e-mail sent from us or our Site are free of viruses or other harmful components. |
| 13.6 |
You expressly release us from any responsibility or liability for the accuracy, copyright compliance, legality or decency of material contained in or accessed through our Site. |
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14. |
Limitation of Liability |
| 14.1 |
We will not be liable for any damages of any kind arising from the use of our Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages |
| 14.2 |
We make no guarantee of confidentiality or privacy of any communication or information transmitted on our Site or any web Site linked to it |
| 14.3 |
We will not be liable for any loss of information, private or otherwise, if such information was lost through the unauthorized access, "hacking" or other intrusion into our Site and its network |
| 14.4 |
Under no circumstances shall our liability, if any, exceed US$100 |
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15. |
Indemnity |
| 15.1 |
You will indemnify and hold us, our Affiliates, and our officers and employees, harmless, including costs and lawyers' fees, from any claim or demand made by any third party due to or arising out of your access to our Site, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, and all consequences, including personal harm, of you having exposed to or not exposed to information through our Site. |
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16. |
Termination |
16.1 |
Either party may terminate the Services at any time by notifying the other party. |
| 16.2 |
Any notice of termination by you shall be sent by email to us at webmaster@fridae.asia and the termination of the Services shall take effect 48 hours after such notice is given by you. |
| 16.3 |
Any notice of termination by us shall be sent to your email as registered with us and the termination of the Services shall take effect at the time stated in the notice. If no time is stated in the notice, then termination shall take effect 48 hours after we have sent the notice to you. |
| 16.4 |
You shall not continue using the Services upon termination of the Services. |
| 16.5 |
All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, provisions relating to ownership, warranty(ies), disclaimers and limitations of liability. In the event of dispute of the applicability of any provision post-termination, our decision shall be final and conclusive. |
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17. |
Waiver |
| 17.1 |
The failure of either party to exercise in any respect of any right provided for in this Agreement shall not be deemed a waiver of any further rights in this Agreement. |
| 17.2 |
We shall not be liable for any failure to perform any obligation in this Agreement where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). |
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18. |
Assignment |
| 18.1 |
This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. |
| 18.2 |
No agency, partnership, joint venture or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever. |
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19. |
Site Policies, Modifications, and Severability |
| 19.1 |
We reserve the right to make changes to our Site, our policies, and the terms and conditions of this Agreement at any time. If any of these terms and conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of such remaining terms and conditions |
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20. |
Terms and Conditions relating to purchases |
| 20.1 |
Terms and conditions relating to the purchase of Products and/or any particular Services carried on our Site will be separately listed by the relevant section(s). However, such terms and conditions shall be read in conjunction with the terms and conditions of this Agreement. |
| 20.2 |
You may offer to purchase goods described on our Site for the price specified on our Site. Your order must contain your name, email address, credit card details and any other ordinary information specified on our Site. |
| 20.3 |
Within 14 days of your order, we and/or our Affiliates will at our discretion accept or reject your offer to purchase. You may not cancel an order once it has been submitted, even if our acceptance/ rejection of your offer is still pending. |
| 20.4 |
We and/or our Affiliates are not required to give reasons for rejecting your offer to purchase. |
| 20.5 |
If we and/or our Affiliates reject your offer to purchase the goods for any reason, neither of us will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer. |
| 20.6 |
If we and/or our Affiliates have not responded to you within 14 days, your offer will be deemed to have been rejected. We and/or our Affiliates give no undertaking as to the availability of Products advertised on our Site. |
| 20.7 |
Delivery of the goods to you will be effected to you in the manner described on our Site. Title in the goods pass to you only upon receipt of your payment for the same. |
| 20.8 |
Risk of loss or damage to the goods passes to you upon dispatch. |
| 20.9 |
Payment must be effected in the manner described in our Site. Unless otherwise stated, prices are exclusive of goods and services tax or VAT. In particular, the price is exclusive of taxes, duties and charges imposed or levied in England or Wales in connection with the supply of goods. These must be added on to the price and paid in addition to the price. |
| 20.10 |
The goods are offered for sale only to persons who can make legally binding contracts. |
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21. |
Product |
| 21.1 |
Our Affiliates and we attempt to be as accurate as possible with respect to the description of our Products and Services. However, we do not warrant that Product or Services descriptions or other related Content on our Site is accurate, complete, reliable, current, or error-free. |
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22. |
Return, Refund and Cancellation policies |
| 22.1 |
You acknowledge that despite our reasonable precautions, Products and/or Services may be listed at an incorrect price or with incorrect information due to a typographical error or like oversight. In these circumstances, we reserve the right to cancel the transaction, notwithstanding that your order has been confirmed and that your credit card has been charged. We reserve this right up until the time of delivery of goods to you. If a cancellation of this nature occurs after your credit card has been charged for the purchase, we will immediately issue a credit to your credit card account for the amount in question. |
22.2 |
Save and except at our sole discretion, we do not offer any return, refund, exchange or cancellation policies. |
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23. |
Governing Law |
| 23.1 |
The governing law of this Agreement will be the laws of England & Wales and both parties agree to submit to the non-exclusive jurisdiction of the courts of England & Wales and such courts that may hear appeals from those courts |
| 23.2 |
Both parties agree that this Agreement is the complete and exclusive statement of mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement |
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24. |
Disputes |
| 24.1 |
Any dispute relating in any way to your visit to our Site or to Products and/or Services you purchase through us may be submitted to arbitration in England & Wales, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in England & Wales or such other appropriate jurisdiction and you consent irrevocably to submit to such jurisdiction as we may choose in our absolute discretion |
| 24.2 |
The arbitrator's award shall be binding and may be entered as a judgement in any court of competent jurisdiction. To the fullest extent permitted by applicable laws, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise |
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We believe that our members should be able to discuss their view freely, fully and frankly and post such views or content on Fridae. However, to ensure your enjoyment on Fridae, we set out policies below regarding the content posted by you on our Message Boards, Chat Rooms, Article Comments and Forums.
We reserve the right to remove any content/message or any part of such content/message which violate the above policies.
