1. ACCEPTANCE OF THE TERMS OF SERVICES
1.1 Welcome to Mad Head Limited (“we” “us” “our” or “Madhead”).
1.2 Your use of any of Madhead services, Facebook applications, or software (collectively, the “Madhead Service”) provided on, from or through any of our websites and/or their forwarding websites (“Website”) is subject to these terms of service (the “Terms of Service”) in effect at the time of your use. Madhead reserves the right to update and change these Terms of Service from time to time without notice or acceptance by you, so please check this page frequently for updates and changes.
1.4 Your use of the Madhead Service may also be subject to additional terms, conditions, policies and/or agreements applicable to a specific website, service, software, service level or version. In the event of any conflict between these Terms of Service and such additional terms, conditions, policies and/or agreements, the additional terms, conditions, policies and/or agreements will prevail. For the avoidance of doubt, if there are terms and conditions in these Terms of Service regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Terms of Service will prevail.
1.5 By signifying your acceptance of these Terms of Service or making any use of the Madhead Service, you signify your irrevocable acceptance of these Terms of Service in effect at the time of your use. If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Madhead Service, then you represent and agree that you have the authority to accept these Terms of Service on behalf of such corporation or other legal entity and that all provisions of these Terms of Service will bind that corporation or other legal entity as if it were named in these Terms of Service in place of you.
2. YOUR ACCOUNT
2.1 The Madhead Service is not intended for users under the age of eighteen (18). By signifying your acceptance of these Terms of Service or making any use of the Madhead Service, you represent and warrant that you are at least eighteen (18) years of age.
2.2 You may be required to register, or previously registered, for a Madhead Account in order to access the functionality of some of the Madhead Service. Madhead can refuse registration of, or cancel, any account in its sole discretion at any time without reason, notice or liability.
2.3 Your account will be accessed through your Facebook user ID. You are responsible for maintaining the confidentiality of your login details of your Madhead Account (“Credentials”) and shall not share the Credentials with anyone, and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify Facebook and Madhead of any unauthorized use of your Credentials.
2.4 Using your Facebook account, you may access and participate in the Madhead Service, including viewing, posting and responding to communications on and through the Madhead Service.
3. CONTENT & INTELLECTUAL PROPERTY
3.1 Your own text, images, audiovisual media and any other form of intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, “Content”) that you post on or through the Madhead Service belongs to you and you may use it in any other way without restriction. But by using the Madhead Service, you are granting Madhead and certain third parties permission to use your Content as described in these Terms of Service.
3.2 By using the Madhead Service, you are granting Madhead a nonexclusive, worldwide, royalty-free, transferable right and licence to use, reproduce, create derivative works of distribute, publicly perform and publicly display your Content on and through the Madhead Service and on and through services affiliated with Madhead, regardless of the form of media used or of whether such services now exist or are developed in the future. If you post Content on or through the Madhead Service, you represent and warrant that you have the right to post that Content and to grant the above rights to Madhead.
3.3 Madhead may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce these Terms of Service;
(c) respond to claims that your Content violates the rights of any third party; or
(d) protect the rights, property, or personal safety of Madhead, its users and the public.
3.4 You understand that posting your Content on or through the Madhead Service is entirely voluntary and will expose your Content to public display in a non-confidential manner. You understand that Madhead and/or any past, present or future client of Madhead (each, a “Client”) may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content. Therefore, you represent and agree to all of the following and acknowledge that Madhead and its Clients are explicitly relying on such representations and agreement with regard to your Content:
3.4.1 The Content represents your own original work and you have all necessary rights to disclose the Content. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed by the Content being viewed and used as described in these Terms of Service.
3.4.2 Your disclosure of the Content does not violate a confidential relationship with any third party, establish a confidential relationship with Madhead or any of its Clients or obligate Madhead or any of its Clients to treat your Content (or any related materials) as secret or confidential.
3.4.3 Madhead and/or any of its Clients may give your Content such consideration as is warranted by their respective judgments. Review of your Content shall not be construed as any recognition of the novelty or originality of the Content. Neither Madhead nor any of its Clients is obligated to give reasons for making use of or rejecting your Content or to reveal its activities that are related to your Content.
3.4.4 Neither Madhead nor any of its Clients has any obligation, either express or implied, to make any use of your Content. However, if Madhead and/or any of its Clients do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content.
3.4.5 Neither Madhead nor any of its Clients assumes any obligation with respect to any of your Content except as set forth in these Terms of Service, unless and until it enters into a separate written contract with you, and then only as expressed in that separate written contract. In the absence of a separate written contract, your rights with regard to Madhead or any of its Clients’ user of your Content shall be as described in these Terms of Service and as existing under the patent laws of Hong Kong.
3.4.6 If your Content is the subject of a pending or issued patent, you have disclosed or will disclose that fact in connection with posting your Content on or through the Madhead Service. To the extent you hold a patent in the Content, no licence under any patent is herein granted. Any licence to use patented Content shall be in the form of a separate written contract, in which event your, Madhead’s and/or any of its Clients’ respective obligations shall be only those expressed in such separate written contract.
3.4.7 Neither the discussion or negotiations between you, on the one hand, and Madhead and/or any of its Clients, on the other hand, relating to the possible purchase or license of your Content, nor the making of any offer for the purchase or license of your Content, shall prejudice Madhead and/or any of its Clients in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of your Content. Further, Madhead’s and/or any of its Clients’ consideration, discussions or negotiations with you will not in any way impair Madhead’s and/or any of its Clients’ right to contest the validity or infringement of your rights in and to the Content.
3.4.8 You hereby irrevocably release and forever discharge Madhead and its Clients and their affiliates and subsidiaries (together, the “Released Parties”) from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against the Released Parties or their respecting successors and assigns with respect to the Content, including without limitation in respect of how the Released Parties, directly or indirectly, use the Content, with the sole exception that the foregoing release and discharge does not apply to your right to bring a claim of patent infringement arising from use of your Content.
3.5 Content posted by another person or company on or through the Madhead Service belongs to the poster. Except as expressly permitted in these Terms of Service, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Madhead Service as Madhead may make available.
3.6 Madhead owns the Madhead Service as a whole, including all computer code, graphics, user interfaces and audiovisual content used to provide the Madhead Service, and the combination of all the elements on the Madhead Service. The Madhead Service as a whole, the computer code of the Madhead Service, the user interface and graphic elements are all copyrighted works of Madhead. Various other aspects of the Madhead Service may be protected by intellectual property laws including laws of copyright, trademark, service mark, patent and trade secret.
3.7 Madhead owns all right, title and interest in and to the Madhead Service. Madhead reserves all rights to the Madhead Service that are not expressly granted herein. By way of example only, and not limitation, you do not have the right to modify, adapt, translate, or reverse engineer any portion of the Madhead Service and you do not have the right to index or aggregate any portion of the Madhead Service (either by hand or by means of a robot, spider, or other device). Nothing in these Terms of Service will be construed as granting you any property rights in the Madhead Service or to any invention or any patent, copyright, trademark or other intellectual property right that has been issued, or that may issue, based on the Madhead Service.
4. CODE OF CONDUCT
4.1 Madhead has the right, but not the obligation, to remove or block Content from the Madhead Service that it determines in its sole discretion to be in violation of these Terms of Service, to be unlawful, offensive, threatening, libellous, defamatory, obscene or otherwise objectionable, that violates any party’s intellectual property or that is detrimental to the quality or intended spirit of the Madhead Service. Madhead also has the right, but not the obligation, to limit or revoke the privileges of the account of anyone who posts such Content or engages in such behaviour.
4.2 Madhead will use common sense and business sense regarding Content or behavior allowed on or through the Madhead Service. Examples of unacceptable Content or behaviour include:
4.2.1 Abuse, harassment, threats, flaming or intimidation of any person or organization.
4.2.2 Engaging in or contributing to any illegal activity or activity that violates others’ rights.
4.2.3 Use of derogatory, discriminatory or excessively graphic language.
4.2.4 Providing information that is false, misleading or inaccurate.
4.2.5 Hacking or modifying the Madhead Service or another website to falsely imply an association with Madhead.
4.2.6 Implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization.
4.2.7 Transmitting worms, viruses or harmful software.
4.2.8 Sending unwanted messages to other users (aka “spam”).
4.2.9 Disclosing personal or proprietary information of another person or organization.
4.2.10 Interfering with or disrupting the Madhead Service or servers or networks connected to the Madhead Service.
4.2.11 Transferring or assigning your Madhead Account to any third party without our prior written approval, and such any assignment by you will be null and void.
4.3 Madhead cannot and need not control all Content posted by third parties on or through the Madhead Service, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Madhead Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable and you agree that in no circumstances will Madhead be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. All information provided on or via the Website is for information purposes only. You should seek your own independent advice with respect to any Content. If you would like to report objectionable materials, you may use the flagging feature by clicking the “Inappropriate” link attached to every topic post and reply. Urgent issues can be reported to firstname.lastname@example.org.
5. INTERNATIONAL USE
5.1 The Madhead Service is hosted in Hong Kong. If you use the Madhead Service from outside of Hong Kong, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and Content to Hong Kong and agree that Madhead’s collection, use, storage and sharing of your information and Content is exclusively subject to the laws of Hong Kong, not of the jurisdiction in which you are located.
5.2 You will comply with all Hong Kong laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.
6. COPYRIGHT INFRINGMENT
6.1 Copyright Infringement Notices. If you believe that any material available on or through the Madhead Service violates your copyright, you may send Madhead a copyright infringement notice. Your notice must be in writing and must include substantially all of the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Madhead to locate the material. Madhead requests that complete URLs for each instance of the allegedly infringing material be provided. Information reasonably sufficient to permit Madhead to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. A statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Your written copyright infringement notice must be sent to Madhead’s designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
6.2 Copyright Abuse Policy. Madhead will terminate, in appropriate circumstances, account holders of Madhead’s system or network who are repeat copyright infringers.
6.3 Designated Copyright Agent. Copyright Agent Madhead By email: email@example.com
7. CANCELLATION AND TERMINATION
7.1 Madhead, in its sole discretion, may terminate your account and remove and discard any Content within the Madhead Service for any reason, including and without limitation lack of use, or if Madhead believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, any contracts, verbal or written or assumed, in conjunction with your account and all its parts, at Madhead’s discretion, will be terminated as well.
7.2 Madhead, in its sole discretion and at any time, may discontinue providing the Madhead Service, or any part thereof, with or without notice. Any termination of your access to the Madhead Service under any provision of these Terms of Service may be effected without prior notice. Madhead may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the Madhead Service. Madhead will not be liable to you or any third party for any termination of your access to the Madhead Service.
7.3 After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the Madhead Service may be, but is not required to be, deleted by Madhead. Madhead will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason.
7.4 If you are a member of a private community, and that private community is cancelled or terminated, Content posted to that private community will no longer be available to you. Such Content may be, but is not required to be, deleted by Madhead. Madhead will have no liability for information or Content that is deleted due to the cancellation or termination of a private community.
8. ADDITIONAL TERMS APPLICABLE ONLY TO CLIENTS
8.1 If you are a Client of the Madhead Service, the following terms also apply to you.
8.2 Subscriptions to the Madhead Service may be made available in free or paid versions and/or in different service levels. Not all of the features and functionality of the Madhead Service may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at Madhead’s discretion.
8.3 In order to subscribe to the Madhead Service, you may be required to provide Madhead with billing and account information (“Billing Information”) for a credit card, payment card or another payment system for which you are authorized to approve charges (each, a “Payment Source”) to allow Madhead to collect payment from you for your use of the Madhead Service. You must provide Madhead with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete.
8.4 Unless other payment arrangements have been made in advance and confirmed by Madhead, you authorize Madhead to automatically and immediately bill your Payment Source when charges for your use of the paid version of the Madhead Service are due, without any further action on your part or other prior notice on the part of Madhead. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.
8.5 If you register to use a paid version of the Madhead Service on a free-trial basis and you do not cancel the trial before the expiration of the trial period, then, upon the expiration of the trial period, your account will be automatically converted to a paid account and, unless other payment arrangements have been made in advance and confirmed by Madhead, your Payment Source will be billed for that paid Madhead Service.
8.6 If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Madhead Service when due, your account may be downgraded, suspended or cancelled, at Madhead’s discretion. If your account is suspended, Madhead may, but is not obligated to, maintain your account and/or related content and information, in order to allow you pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled.
8.7 Unless stated to the contrary, all charges for paid versions of the Madhead Service are non-refundable, even if your use of the paid version of the Madhead Service is cancelled before the end of your current billing period.
8.8 Unless stated to the contrary, all currency references in paid versions of the Madhead Service are in U.S. dollars.
8.9 In addition to any other remedies available to Madhead, you will pay a late fee of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less) for any late payments hereunder.
8.10 You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by Madhead. All fees stated for use of the Madhead Service are net of any applicable taxes.
8.11 Madhead grants to you, commencing on the effective date of your subscription to the Madhead Service (the “Effective Date”) and continuing thereafter for the term of your subscription (unless terminated earlier pursuant to these Terms of Service), a non-exclusive, non-transferable (except as permitted below), world-wide, limited licence to make use of the then-current versions of the Madhead Service to which you have subscribed for the purposes of creating, maintaining and administering an online community (the “Client Community”). The Madhead Service is licensed hereby, not sold.
8.12 “Client Content” means any content owned, controlled or licensed by you. You hereby grant to Madhead a non-exclusive, transferable, worldwide, royalty-free, limited licence to reproduce, create derivative works from, distribute, perform, display and otherwise use the Client Content for the sole purpose of providing the Client Community.
8.13 “User Content” means any content uploaded to the Client Community by any user of the Client Community. To the extent of your rights in and to the User Content, you hereby grant to Madhead a non-exclusive, transferable, worldwide, royalty-free, perpetual license to reproduce, create derivative works from, distribute, perform, display, and otherwise use the User Content (i) for the sole purpose of providing the Client Community, (ii) for use in and through Madhead’s APIs to the extent authorized by the user of the Client Community who made the User Content available to Madhead, (iii) for syndicating the User Content to third parties to the extent authorized by the user of the Client Community who made the User Content available to Madhead and (iv) to retain the User Content to the extent authorized by the user of the Client Community who made the User Content available to Madhead.
8.14 As between you and Madhead, you are solely responsible for the acts and omissions of the users of the Client Community and you are solely responsible for managing the interaction of each user of the Client Community with the Client Community, with other users of the Client Community and with other third parties.
8.15 You will not store or transmit, nor allow any user of the Client Community to store or transmit, any Client Content or User Content on or through the Client Community that violates these Terms of Service, that violates any acceptable use policy applicable to the Client Community or that is, is alleged to be or, in Madhead’s sole discretion, may be in violation of any law, rule or regulation or of any third party’s rights, or otherwise exposes Madhead to any liability.
8.16 To comply with applicable laws and lawful governmental requests, to protect Madhead’s systems and customers, or to ensure the integrity and operation of Madhead’s business and systems, Madhead may access, store and/or disclose any information stored or transmitted on or through the Client Community which Madhead considers necessary or appropriate, including, without limitation, user information, IP address and traffic information, usage history, Client Content and User Content. Madhead also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.
8.17 You may not assign your subscription to the Madhead Service, and such any assignment by you will be null and void; provided, however, that you may assign your subscription to the Madhead Service to its successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets.
You acknowledge that:
9.1 We may, in our sole discretion and with or without notice, vary the Website or any part of the Website, and modify or discontinue the Website, any part of the Website and the services available on it without notice.
9.2 The information on the Website is provided to you on an “As Is” and “As Available” basis, without warranty or condition, either express or implied by statute or common law, including without limitation any implied warranties or conditions of accuracy, fitness for a particular purpose, non-infringement, uninterrupted use, reliability, security, timeliness or freedom from computer virus in relation to such contents. We will not be liable for any errors in, omissions from, misstatements or misrepresentations (whether express or implied) concerning any such information.
9.3 The Website may contain materials contributed by third parties and link to external website. We expressly declare that we have not approved or endorsed those materials or links. Such external websites are not within our control and may not follow the same privacy, security, or accessibility standards as ours. The provision of any such materials or links shall not constitute any form of co-operation or affiliation with us of any such third parties or external websites nor gives rise to any representation, statement or warranty, express or implied, that we agree or do not disagree with the contents of any such materials or external websites.
We will not have or accept any liability, obligation or responsibility whatsoever for any loss, destruction or damage (including without limitation consequential loss, destruction or damage) however arising from or in respect of any use or misuse of or reliance on the information delivered on the Website or inability to use any of the Madhead Service or the contents of any materials contributed by third parties or external websites delivered on or via the Website or inability to use any of them.
We will not be responsible for any loss or damage whatsoever arising out of or in connection with any information on the Website.
We make no representation, promise, warranty, undertaking or guarantee as to the quality, resolution, completeness, accuracy, usefulness, continuity, smoothness or timeliness of the Madhead Service and the Website.
Nothing you do on or in relation to the Madhead Service will transfer any intellectual property rights to you or license you to exercise any intellectual property rights.
Unless explicitly stated otherwise, any new features that augment or enhance the Madhead Service shall be subject to these Terms of Service.
We may at any time employ and/or install software in any computer and/or mobile device(s) used by you, for purposes of detecting any downloading, copying, storing, ripping, distribution, sharing or re-direction of any content from the Madhead Service in any way or through any media.
10. LINKS AND ADVERTISEMENTS
10.1 We have no control over any third party websites linked to the Madhead Service and/or the Website; and are not responsible for the content or accuracy of any off-site pages or any other third party websites linked to the Madhead Service and/or the Website (including without limitation sites linked through advertisements). Some links which appear on the Madhead Service and/or the Website are automatically generated, and may be offensive or inappropriate to some people. The inclusion of any link does not imply that we endorse the linked site, and you use the links at your own risk. Your correspondence or dealings with, or participation in promotions of, advertisers on the Madhead Service and/or the Website are solely between you and such advertisers. We will not be liable or responsible for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of links and advertisements on the Madhead Service and/or the Website.
10.2 We may use third-party advertising companies to track and/or measure advertising effectiveness on the Madhead Service, Website and other websites. These companies may use information (not including your name, address, email address or telephone number) about your visits to the Madhead Service, Website and other websites in order to measure advertising effectiveness and to provide advertisements about goods and services of interest to you.
You agree to indemnify us, our employees, sub-contractors, licensors and agents against and from any third party claims, liabilities, losses, injuries, damages, costs or expenses incurred by us which arise out of or from your use or misuse of the Madhead Service and/or the Website, any specific services or features associated therewith, including but not limited to our mobile application distributors’ services, payment on any third party platform, and breach of these Terms of Service, whether or not based on contract, tort (including negligence), misstatement, misrepresentation or otherwise.
12. Limitation of Liability.
Under no circumstances shall Madhead or its licensors be liable to you on account of that user’s use or misuse of or reliance on the Madhead Service or the Web Madheadsite arising from any claim relating to these Terms of Service. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages whether such claim is based on warranty, contract, tort (including negligence), or otherwise, (even if MMadhead or its licensors have been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Madhead Service or the Website, from inability to use the Madhead Service or the Website, or from the interruption, suspension, or termination of the Madhead Service or the Website (including such damages incurred by third parties). This limitation shall also apply, without limitation, to the costs of procurement of substitute goods or services, lost profits, or lost data. Such limitation shall further apply with respect to the performance or non-performance of the Madhead Service or the Website or any information or merchandise that appears on, or is linked or related in any way to Madhead. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
13.1 These Terms of Service shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without giving effect to its conflict of laws provisions or your actual state or country of residence.
13.2 If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.
13.3 These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of the Terms of Service).
13.4 Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by an authorized representative of Madhead.