Welcome to the SecureChannel Admin Platform (the "SC Platform")!
You are advised to carefully read and fully understand all terms and conditions, in particular, terms and conditions on exemption of or limitation to liability, and separate agreements for activation or use of special services.
Unless you have read and accepted all terms and conditions of this Agreement, you have no right to use the SecureChannel Admin Platform Service (including SecureChannel Account) ("Service"). By logging in, accessing to or disseminating information through this Service, you shall be deemed to have read this Agreement and agree to be bound by it.
To be eligible to use the Service, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the Service you represent and warrant that you are 18 or older.
1.1 This Agreement is entered into between you and SecureCom Media Holdings Limited (“SecureCom Media”, “we”, “our”, “us” or “Service Provider”), in respect of your use of the SC Platform. You may also be required to accept additional service terms by our other operating affiliates as appropriate for relevant services or other terms and policies as notified by us to you that apply to your use of the SC Platform (e.g. in relation to certain promotional or seasonal activities we may conduct on the SC Platform).
1.2 Such other terms and policies may be notified to you either via direct means or via being displayed on the SC Platform's or Service Providers' webpages. All such other terms and policies are incorporated into this Agreement. Where there are any conflicts between such other terms and policies and this Agreement, this Agreement will apply to the extent of any such conflict.
1.4 The Service Provider provide you with the SC Platform in order to facilitate and enable your provision of various services and brand promotional activities via your SecureChannel Account (such services provided by you being "Your Services"). You must have a SecureChannel Account with us in order to use the SC Platform. Unless expressly specified otherwise, any reference to the "SC Platform" under this Agreement also refers to your SecureChannel Account.
1.5 "User" or "you" means an individual or organization that registers, logs into or uses the SecureChannel Account. "Other User" means a user of the SecureChannel Admin Platform Service other than the User, including among others, subscribers and other SecureChannel Account users.
1.6 The User, after registering for a Metalk account, may conduct brand promotion activities through the SecureChannel Admin Platform. A Metalk user shall, after subscribing to a SecureChannel Account, become a subscriber of that SecureChannel Account. The SecureChannel Account may release information to and interact with its subscribers and/or recipients through the SC Platform.
1.7 When you use a specific service of the SC Platform, such service may have special statements, relevant service rules and published guidelines ("Special Rules"). The abovementioned information, once issued, shall become an integral part of this Agreement, and you shall comply with the same. Your acceptance of any Special Rules shall be deemed your acceptance of the entirety of this Agreement.
1.8 If you are using our services on behalf of a company, partnership, association, government or other organization (your "Organization"), you warrant that you are authorized to do so and that you are authorized to bind your Organization to this Agreement. In such circumstances “you” will include your Organization.
1.9 If any of our subsidiaries, joint ventures or affiliated legal entities (collectively, "affiliate companies") provides the SC Platform (or any features within the SC Platform) to you, you agree that this Agreement will also govern your relationship with such companies.
1.10 We may make changes to this Agreement 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 law) add, change or remove features from the SC Platform or suspend the SC Platform altogether.
1.11 Where we consider that any such changes are reasonably material, we will notify you (via our website, direct communication to you, or other means), prior to the change becoming effective. By continuing to use the SC Platform after we make any changes to this Agreement or to the SC Platform, with or without notice from us, you are agreeing to be bound by this Agreement as revised.
1.12 You shall comply with all terms of this Agreement, and use this Service in a proper and appropriate manner. If you violate any terms of the Agreement, we shall have the right to terminate all services to the defaulting SecureChannel Account in accordance with this Agreement.
2.1 You agree to comply with this Agreement and any further requirements as notified by us in relation to your registration of and ongoing use of your SecureChannel Account (e.g. the provision of certain information to us). Such requirements, and the SC Platform features and other services that we provide to you, may differ depending on the type of SecureChannel Account that you choose to register:(a) Basic Account – subscription comes with Subscription Validity of 12 months, 30,000 Broadcasting Credits with Contact List Limit of 100 users. (b) Professional Account – subscription comes with Subscription Validity of 18 months, 100,000 Broadcasting Credits with Contact List Limit of 300 users. (c) Enterprise Account – subscription comes with Subscription Validity of 24 months, 200,000 Broadcasting Credits with Contact List Limit of 1,000 users. Users with Enterprise Account can subscribe to multiple Enterprise Accounts with the ability to assign other Metalk users to manage the accounts with various access rights.
2.2 We may authenticate your SecureChannel Account using various information sources, including any information provided by you during the SecureChannel Account authentication process. You acknowledge that we may refuse to authenticate your SecureChannel Account for any reason at our sole discretion.
2.3 You represent, warrant and undertake throughout the Term that:(a) you will provide us with true, accurate and complete information in relation to your SecureChannel Account, including in relation to your (and your Organization’s) identity, and you will promptly update us if any such information is changed in the future; (b) if you are an Organization, you are validly incorporated and have the power to conduct your business; (d) this Agreement constitutes valid and binding obligations on you; (e) you will comply with all applicable laws in your use of the SC Platform; (f) your entering into and performing this Agreement do not breach or conflict with the terms of any other agreement, undertaking, judgment or court order that binds you; (g) you have all rights necessary to grant us the rights that you purport to grant under this Agreement; (h) you will not breach or infringe upon the rights (including intellectual property rights) of any person via your use of the SC Platform or the SecureChannel Account.
2.4 You may allow your employees to access your SecureChannel Account for the purpose of maintaining and developing your SecureChannel Account, subject to you always remaining responsible for:(a) all contents posted and activities performed under or in relation to your SecureChannel Account, whether by you or by any permitted or non-permitted third parties; (b) safeguarding any passwords used to access your SecureChannel Account; and (c) promptly notifying us at email@example.com if you know or suspect that your SecureChannel Account has been compromised.
2.5 You are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your SecureChannel Account, except in accordance with Section 2.4 above. Your SecureChannel Account remains our property and we can disable, reclaim and reuse these once your SecureChannel Account is expired, terminated, or deactivated for whatever reason by either you or us, or where you have not renewed your SecureChannel Account for an extended period of time.
2.6 The applicable subscription fee is as stipulated in your Subscription Order at the time of your subscription depending on the type of SecureChannel Account you have opted for. We reserve the right, at our discretion, to amend such fees from time to time.
2.7 Broadcasting Credits are credits issued to a SecureChannel Account by terms of your subscription and can only be used for the purpose of sending broadcast messages via the SC platform. If you are unable to use up the broadcasting quota within the Subscription Validity, the Broadcasting Credits can be brought over to the new Subscription Validity upon renewal of the SecureChannel Account. Sending a normal broadcast message will cost 1 Broadcasting Credit per message per recipient while sending a presentation will cost 3 Broadcasting Credits per message per recipient.
2.8 SecureChannel Accounts can be upgraded from a lower tiered account to a higher tiered account e.g. from Basic Account to Enterprise Account at applicable fees at the time of execution which will be stipulated in your Upgrade Order. Upon upgrading, the Subscription Validity will be renewed and will start counting from the date of upgrade. The difference in Broadcasting Credits and Contact List Limit will be automatically added to the upgraded account.
2.9 Multiple Enterprise Accounts can be tied to the same Metalk ID (not applicable for Basic and Professional Accounts). The Contact List Limit can be shared amongst the Enterprise Accounts under the same Metalk ID so long as not exceeding the total Contact List Limit e.g. 2 Enterprise Accounts with total Contact List Limit of 2000 users can be maintained as Channel A: 1300 users and Channel B: 700 users, not exceeding the total limit of 2000 users at any point in time.
3.1 During the application process for this Service, you will be asked to fill in some required information. Please keep this information true, accurate, legal, valid and updated in a timely manner, so that Service Provider may provide prompt and efficient assistance and provide you with better service.
3.2 Service Provider and the User shall jointly strive to protect personal information, and protection of personal information is a basic principle of the Service Provider. Without your consent, the Service Provider will not disclose any of your personal information to any company, organization or individual except otherwise required by law or regulation.
3.3 You shall fully respect personal information of any person that may be understood, received or accessed through this Service including but not limited to personal information of Other Users. You shall not collect, duplicate, store, disseminate or use personal information of Other Users in any manner, and you shall be solely liable for any damage arising from such actions.
4.1 The platform content referred to herein means any information produced, duplicated, released and disseminated by the User in the process of using this Service, including but not limited to registered information and authentication information such as profile picture, name, user specifications, etc. of the SecureChannel Account, or information transmitted, replies or auto-replies such as texts, voice, pictures, videos or images, and relevant linked pages, and other content produced from the use of the Service.
4.2 You must not produce, duplicate, release or disseminate the following content by using the Service that will interfere with the normal operation of the SecureChannel Account Admin Platform, and infringe on the legitimate rights and interests of any Other User or third party:(a) content that content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence; (b) content or take any action that infringes or violates someone else's rights or otherwise violates the law (c) unauthorized commercial communications (such as spam) on SecureChannel (d) content that involves others’ privacy, personal data or information; (e) content that infringes on others’ legitimate rights and interests such as right of reputation, image right, intellectual property rights and trade secrets; (f) other content that interferes with the normal operation of the SecureChannel Admin Platform and legitimate rights and interests of any Other User or third party; (g) any other content that breaches the terms to this Agreement.
5.1 Platform use referred to herein means any conduct relating to the use of this Service by the User, including but not limited to registration, login, application for authentication, operation and promotion of account, and other conduct relating to use of the Service.
5.2 You must not engage in the following conduct when using the Service:(a) submit or disseminate false information, or impersonate any person or use another person’s name; (b) compel, persuade or induce Other Users to pay attention to or click into any page or share any information; (c) fabricate facts or conceal truth to mislead or defraud others; (d) submit authentication information that is inconsistent with your registration information or engage in promotional activities that are unrelated to your public profile as shown in your registration information; (e) conduct promotional or cross-promotional activities on third party platforms using other SecureChannel Accounts, Metalk Accounts and any functions thereof without written authorization from the Service Provider; (f) sell, lease, or sublicense the SC Platform or your SecureChannel Account for any reason, except as expressly permitted under this Agreement; (g) use an unreasonable amount of bandwidth; (h) use the SC Platform in a manner that adversely impacts the stability of Metalk or the SC Platform, including in relation to breaches of any access rate limits and using any unauthorized third party tools, services or plug-ins on the SC Platform; (i) produce or publish methods or tools to perform the abovementioned prohibited conduct; or implement or disseminate such methods or tools, whether or not it is for a commercial purpose; (j) collect users' content or information, or otherwise access SecureChannel, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission; (k) any other conduct that violate laws, rules and regulations, infringe on legitimate rights and interests of other users, or interfere with the normal operation of products or conduct that is not explicitly authorized by the Service Provider; (l) breach, facilitate or encourage any violations of the terms to the Agreement; (m) solicit login information or access an account belonging to someone else; (n) develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions; (o) bully, intimidate, or harass any user; (p) otherwise using the SC Platform in a manner that is contrary to our reasonable business or operational interests.
6.1 It is important that you understand our role in providing the SC Platform for you. As part of Your Services, we may make available for you to use the SC Platform to promote and sell various goods and services to End Users (such transactions being the "Transactions", and such goods and services being collectively the "Products").
6.2 You must comply with any and all other terms as notified by us in relation to your use of the SC Platform and the provision of Your Services on the SC Platform. In addition, you acknowledge and agree that:(a) in providing the SC Platform, we are not the representative, agent, partner, joint venturer, employee, employer, affiliate or associate of either party to any Transactions; (b) all information and content relating to the Products published, distributed or communicated through our SC Platform is your sole responsibility, and we bear no responsibility for such information and content; (c) any Transaction is formed solely between you and the relevant buyer. Except as otherwise expressly specified under this Agreement, we have no obligation in relation to any Transactions, and the enforcement of any contractual obligations arising out of completing a Transaction is the responsibility of you and/or the buyer; (d) where we publish any pricing, shipping or other guidance for a particular Product, we do so solely for informational purposes and entirely guided by you in your role as the seller, and we do so without obligation to either party to a Transaction; (e) unless otherwise specified under this Agreement, you are responsible for paying all taxes and additional fees (such as any custom or import duties or charges) that arise from your use of the SC Platform and/or in relation to any Transactions.
7.1 You will require End Users to comply with, and you will not knowingly enable End Users to breach, this Agreement and any applicable laws.
7.3 If any End User submits any content or materials to you ("User Content"), you must comply with any requirements or restrictions imposed on usage of such User Content by the relevant End User – for example, any "all rights reserved" or "private and confidential" notices attached to any User Content, Creative Commons licenses or other terms and conditions that may be agreed upon between you and the relevant End User. You must also delete any User Content, Personal Information or other information that an End User has asked you to remove, within 48 hours' of such request, or any shorter period in accordance with applicable laws or regulations.
7.4 You are always solely responsible for accessing and using User Content in compliance with any relevant End User and other requirements and restrictions (including applicable laws).
7.5 In addition, you will ensure that appropriate terms are entered into between you and the End Users in relation to your relationship with such End Users, and that such terms will at the minimum comply with the requirements set out in this Agreement. We are not liable in any way for any risks or liabilities arising from any such relationships.
8.2 Service Provider shall have the right to, amongst other things, determine at its sole discretion the maximum data storage period and the maximum server space for data storage allocated to a single User of this Service according to actual circumstances. You may back up the relevant data in this Service in accordance with your needs.
9.1 You understand and agree that the SecureChannel Admin Platform is only a platform for users to share, disseminate and access information. You shall assume all liability for any conduct carried out under your registered account, including the truthfulness, legality, accuracy and validity of any content submitted, uploaded, transmitted or displayed by you, and the consequences arising from your use of the Services. You shall rely on your own judgment regarding the content in the SecureChannel Admin Platform and assume all risks arising from the use of such content, including risks from reliance on the truthfulness, legality, accuracy and validity of the content. Service Provider do not and will not assume responsibility for any loss or other liabilities arising from the conduct of the User. Service Provider are also not responsible for any loss or other liabilities arising from the User’s reliance on content from Other Users on the SecureChannel Admin Platform.
9.2 If you are aware of any person violating the provisions of this Agreement or otherwise making improper use of SecureChannel Admin Platform Service, please report or submit a complaint to the SecureChannel Admin Platform immediately.
9.3 You understand and agree that, for the purpose of business development, Service Provider unilaterally reserve the right to change, suspend, restrict, terminate or revoke all or part of the service content of this Service at any time without notice, and the risks so incurred shall be borne by the User.
10.1 We may from time to time provide certain technical support or customer service support resources in relation to the SC Platform. In addition, we may from time to time provide certain technical support or customer service support services to you, at our sole discretion. If we provide such resources or services, we do not guarantee or warrant the accuracy, reliability or performance of any such resources or services in any way, and the disclaimers of liabilities and representations set out in this Agreement (including under Sections 12 and 13) apply to such resources and services.
10.2 We will set out certain technical or other requirements applicable to your use of the SC Platform from time to time. You agree that you:(a) will comply with, and will not attempt to circumvent or breach, any such requirements; (b) are responsible for all costs relating to your use of the SC Platform.
11.1 Intellectual property rights of all information provided by Service Provider in this Service (including but not limited to webpage, texts, pictures, voice, video, tables and charts, etc) shall belong respectively to Service Provider, but intellectual property rights of any content arising from the use of this Service shall belong to the User or the relevant owner.
11.2 All intellectual property rights in or to this Service and any software used to provide this Service (including any future updates, upgrades and new versions) does and will continue to belong to Service Provider. Except as expressly provided under this Agreement or the Service Provider’ Terms of Service, you shall have no right to use Service Provider’ or any of its affiliate companies’ intellectual property rights.
11.3 All intellectual property rights in Service Provider or any of their affiliate companies’ names, brands, marks, logos or designs do and will continue to belong to Service Provider and/or their affiliate companies.
11.4 We grant you a limited, non-transferable, non-exclusive and revocable license to use certain SecureChannel-related trademarks, logos and other distinctive brand features (such items being the "Brand Items") during the Term, as notified by us to you from time to time, for the purposes of promoting or advertising that you are using the SC Platform and Metalk.
11.5 You will not make any statement regarding your use of the SC Platform which suggests partnership with, sponsorship by or endorsement by us without our prior written approval.
11.6 If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.
12.1 We warrant to you that we will provide the SC Platform using reasonable care and skill. You acknowledge and agree that the SC Platform (and/or certain features of the SC Platform) may be experimental and not tested previously in any manner.
12.2 APART FROM THE WARRANTY IN SECTION 12.1, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SC PLATFORM (INCLUDING YOUR SECURECHANNEL ACCOUNT) AND OUR OTHER SERVICES (COLLECTIVELY FOR THE PURPOSES OF SECTIONS 12 TO 14, "OUR SERVICES") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO OUR SERVICES OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY THE PLATFORM, INCLUDING:(A) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; (B) THE WILLINGNESS OF ANY BUYER TO PURCHASE AND PAY FOR ANY PRODUCTS, OR TO ENGAGE IN ANY TRANSACTIONS; (C) THE EFFECTIVENESS OF THE SC PLATFORM FOR ANY PURPOSE OR FOR ANY END RESULTS; (D) THAT OUR SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES OR ANY END USER'S DEVICES; (E) THAT OUR SERVICES WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
12.3 TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.
13.2 You understand and agree that Service Provider may be required to retain or disclose content that you submit, upload, transmit or display in connection with your use of the Service 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 such content in response to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere). You also agree that we may need to disclose such content in order to enforce this Agreement, protect our rights, property or safety, or the rights, property or safety of our affiliate companies or other users of our services.
13.3 IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES FOR ANY DAMAGES CAUSED BY:(A) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (B) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (C) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (D) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (E) IMPROPER OR UNAUTHORISED USE OF OUR SERVICES OR SOFTWARE; (F) YOUR USE OF OUR SERVICES IN BREACH OF THIS AGREEMENT; (G) ANY REASONS BEYOND OUR REASONABLE CONTROL, FORESEEEABILITY OR PREDICTABILITY.
13.4 WE AND OUR AFFILIATE COMPNAIES WILL NOT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.
13.5 Nothing in this Agreement limits or excludes any of the following, but only to the extent that such may not be waived, limited or excluded under applicable laws:(a) any liability for death or personal injury; (b) any liability for gross negligence or wilful misconduct; (c) any other liability to the extent that such liability cannot be waived, limited or excluded under applicable laws; (d) any of your statutory rights in your jurisdiction (including any rights under applicable consumer protection laws).
14.1 You agree that you (and your Organization, if you are using our services or software on behalf of such Organization) 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:(a) your use of our services; (b) your breach of this Agreement.
15.1 This Agreement is effective between you and us until your use of the SC Platform is terminated by terms to your subscription validity or by either party (such effective period being the "Term").
15.2 We may suspend or terminate your use of the SC Platform at any time for any reason, without any liability to you, including:(a) for our technical or business purposes, including maintenance works; (b) if we reasonably believe that you have breached this Agreement; (c) if your use of the SC Platform 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; (d) for any other reason or for no reason.
15.3 Where reasonably practicable, we will give you notice of any such suspension or termination.
16.1 This Agreement is the entire agreement between you and us in relation to its subject matter. You agree that you will have no claim against us for any statement which is not explicitly set out in this Agreement. The invalidity of any provision of this Agreement (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 this Agreement as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws, without changing the remaining terms of this Agreement. No delay in enforcing any provision of this Agreement will be construed to be a waiver of any rights under that provision. Any rights and obligations under this Agreement 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 this Agreement. All headings of Sections in this Agreement are for ease of reference only and will not serve as a basis for interpreting this Agreement. If this Agreement is translated into a non-English version, the English version of this Agreement will prevail to the extent of any inconsistency with such non-English version.
16.2 No person other than you and us will (subject to any applicable laws) have any right to enforce this Agreement against any person, and you may not delegate, assign or transfer this Agreement or any rights or obligations under this Agreement, without our prior consent. We may freely assign, transfer or sub-contract this Agreement or our rights and obligations under this Agreement, 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 this Agreement.
16.3 Except to the extent that the applicable laws of your jurisdiction mandate otherwise, this Agreement and any dispute or claim arising out of or in connection with this Agreement will be governed by the law of the Hong Kong Special Administrative Region.
16.4 Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with this Agreement, 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 relevant 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.