Terms of Services

Accepting the Terms of Service

The purpose of this website, kipwise.com (the “Site”), owned and operated by Kipwise Inc. (“Kipwise”), is to provide web publishing services. Please read these terms of service (“Agreement”) carefully before using the Site or any services provided on the Site (collectively, “Services”). By using or accessing the Services, you agree to become bound by all the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, do not use the Services. The Services are accessed by You (“Subscriber” or “You”) under the following terms and conditions:

1. Access to the Services

Subject to the terms and conditions of this Agreement, Kipwise may offer to provide the Services, as described more fully on the Site, and as specifically agreed with (as the case may be) and selected by Subscriber, solely for Subscriber’s own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Kipwise performs for Subscriber, as well as the offering of any Content (as defined below) on the Site. Kipwise may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Kipwise may also impose limits on certain features and services or restrict Subscriber’s access to parts or all of the Services without notice or liability. Kipwise reserves the right, at its discretion, to modify these Terms of Service at any time by posting revised Terms of Service on the Site and by providing notice via e-mail, where possible, or on the Site. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Subscriber following such modification constitutes Subscriber’s acceptance of the terms and conditions of this Agreement as modified.

Subscriber certifies to Kipwise that if Subscriber is an individual (i.e., not a corporate entity), Subscriber is at least 13 years of age. No one under the age of 13 may provide any personal information to or on Kipwise (including, for example, a name, address, telephone number or email address). Subscriber also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. Kipwise makes no claim that the Site may be lawfully viewed or that Content may be downloaded outside of Hong Kong. Access to the Content may not be legal by certain persons or in certain countries. If You access the Site from outside Hong Kong, You do so at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.

Kipwise will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Kipwise to minimize such disruption where it is within Kipwise’s reasonable control.

You agree that neither Kipwise nor the Site will be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Site, the service, your Content or other Content.

Kipwise retains the right to create limits on use and storage in its sole discretion at any time with or without notice.

Subscriber shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2. Content

A variety of information, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Kipwise or its suppliers (“Kipwise-Supplied Content”). While Kipwise strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Kipwise cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Kipwise-Supplied Content.

You acknowledge that you will be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

You agree that you are solely responsible for (and that Kipwise has no responsibility to you or to any third party for) any User Content, and for the consequences of your actions (including any loss or damage which Kipwise may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated Users and for any User Content that such associated Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Kipwise does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Kipwise be liable in any way for any such Content. You will: (a) be solely responsible for the nature, quality and accuracy of your User Content; (b) ensure that your User Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to your User Content, including any notices sent to you by any person claiming that any User Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of your User Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access.

Kipwise may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Kipwise may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Kipwise may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Kipwise will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any User Content.

Kipwise reserves the right (but shall have no obligation) to remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Kipwise. In the event that you elect not to comply with a request from Kipwise to take down certain Content, Kipwise reserves the right to directly take down such Content.

By submitting, posting or otherwise uploading User Content on or through the Services you give Kipwise a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Kipwise to provide you with the Services, and for the limited purposes stated in our Privacy Policy.

3. Restrictions

Subscriber is responsible for all of its activity in connection with the Services and accessing the Site. Any fraudulent, abusive, or otherwise illegal activity or any use of the Services or Content in violation of this Agreement may be grounds for termination of Subscriber’s right to Services or to access the Site. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Kipwise user.

Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will Subscriber use the Site or the Service to (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Site or any other individual, (b) harass, threaten, stalk or abuse any person or party, including other users of the Site, (c) create a false identity or to impersonate another person, or (d) post any false, inaccurate or incomplete material or delete or revise any material that was not posted by You.

4. Warranty disclaimer

Kipwise has no special relationship with or fiduciary duty to Subscriber. Subscriber acknowledges that Kipwise has no control over, and no duty to take any action regarding: which users gains access to the Site; which Content Subscriber accesses via the Site; what effects the Content may have on Subscriber; how Subscriber may interpret or use the Content; or what actions Subscriber may take as a result of having been exposed to the Content. Much of the Content of the Site is provided by and is the responsibility of the user or subscriber who posted the Content. Kipwise does not monitor the Content of the Site and takes no responsibility for such Content. Subscriber releases Kipwise from all liability for Subscriber having acquired or not acquired Content through the Site. The Site may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. Kipwise makes no representations concerning any content contained in or accessed through the Site, and Kipwise will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site.

Although Kipwise and the Site will make reasonable efforts to store and preserve the material residing on the Site, neither Kipwise nor the Site is responsible or liable in any way for the failure to store, preserve or access Content or other materials you transmit or archive on the Site. You are strongly urged to take measures to preserve copies of any data, material, content or information you post or upload on the Site. You are solely responsible for creating back-ups of your Content.

The Services, Content, Site and any Software are provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Kipwise makes no representations or warranties of any kind with respect to the Site, the Services, including any representation or warranty that the use of the Site or Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components.

To the fullest extent allowed by law, Kipwise disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the material or services provided on this Site. By using this Site, you acknowledge that Kipwise is not responsible or liable for any harm resulting from (1) use of the Site; (2) downloading information contained on the Site including but not limited to downloads of content posted by subscribers; (3) unauthorized disclosure of images, information or data that results from the upload, download or storage of content posted by subscribers; (4) the temporary or permanent inability to access or retrieve any Content from the Site, including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.

Some places do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to Subscriber.

5. Third party websites

Users of the Site may gain access from the Site to third party sites on the Internet through hypertext or other computer links on the Site. Third party sites are not within the supervision or control of Kipwise or the Site. Unless explicitly otherwise provided, neither Kipwise nor the Site make any representation or warranty whatsoever about any third party site that is linked to the Site, or endorse the products or services offered on such site. Kipwise and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) You might be requested to give any third party, and You hereby irrevocably waive any claim against the Site or Kipwise with respect to such sites and third party content.

6. Registration and security

As a condition to using Services, Subscriber will be required to register with Kipwise and select a password and Kipwise URL. Subscriber shall provide Kipwise with accurate, complete, and updated registration information, including Subscriber’s e-mail address. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber’s account. Subscriber may not (a) select or use as a Kipwise URL a name of another person with the intent to impersonate that person; or (b) use as a Kipwise URL a name subject to any rights of a person other than Subscriber without appropriate authorization. Kipwise reserves the right to refuse registration of, or cancel a Kipwise URL in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber’s Kipwise password. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and agrees to and hereby releases the Site and Kipwise from any and all liability concerning such activity. Subscriber agrees to notify Kipwise immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password. The Site will take reasonably security precautions when using the internet, telephone or other means to transport date or other communications, but expressly disclaims any and all liability for the accessing of any such data communications by unauthorized persons or entities.

7. Indemnity

Subscriber will indemnify and hold Kipwise, its directors, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of Subscriber’s access to the Site, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber’s account, of any intellectual property or other right of any person or entity.

8. Limitation of liability

In no event shall Kipwise, its directors, officers, shareholders, employees or members be liable with respect to the Site or the Services for (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, Content or other intangibles; (c) damages for unauthorized use, non-performance of the Site, errors or omissions; or (d) damages related to downloading or posting Content. Kipwise’s and the Site’s collective liability under this agreement shall be limited to three hundred U.S. Dollars. Some places do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to Subscriber.

9. Fees and payment

Some of the Services require payment of fees. All fees are stated in U.S. dollars, except if otherwise agreed with Subscriber in writing. Subscriber shall pay all applicable fees, as described on the Site in connection with such Services selected by Subscriber, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise on the Site. Subscriber represents to Kipwise that Subscriber is the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Services. All fee-based Services and virtual goods are provided “AS IS” with no warranties of any kind. Kipwise may modify and/or eliminate such fee-based Services at its discretion. Subscriber understands and agrees that the payment for virtual goods grants Subscriber a limited license to use the virtual goods as specified on the Site.

Kipwise may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the Site and by sending you email notification. If you do not wish to pay the new prices, you may cancel the services prior to the change going into effect.

10. Termination

Either party may terminate the Services at any time by notifying the other party by any means. Kipwise may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Upon termination of Subscriber’s account, Subscriber’s right to use the Services, access the Site, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of Your access to and use of the Site and the Services shall not relieve Subscriber of any obligations arising or accruing prior to such termination or limit any liability which Subscriber otherwise may have to Kipwise or the Site, including without limitation any indemnification obligations contained herein.

11. Privacy

Please review our Privacy Policy, which governs the use of personal information on the Site and to which Subscriber agrees to be bound as a user of the Site.

12. Miscellaneous

This Agreement (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between You, the Site and Kipwise with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Kipwise shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Kipwise’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Kipwise’s prior written consent. Kipwise may assign this Agreement in whole or in part at any time without Subscriber’s consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to the conflict of laws provisions thereof. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Kipwise in any respect whatsoever.

13. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements

Kipwise respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Services.

Kipwise’s intellectual property policy is to (a) remove material that Kipwise believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Services, and (b) remove any Content posted to the Services by “repeat infringers.” Kipwise considers a “repeat infringer” to be any user that has uploaded Content to the Services and for whom Kipwise has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Content. Kipwise has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Kipwise’s own determination.

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
• Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• Identification of the specific 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 Kipwise to locate the material;
• Information reasonably sufficient to permit Kipwise 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 the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification 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.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Designated Agent Contact Information

Kipwise’s Designated Agent for notices of claimed infringement can be contacted at:

• Via E-mail: support@kipwise.com
• Via International Mail:
  
  Kipwise Inc.
  3 Germay Dr.
  Ste 4 - 4996
  Wilmington DE 19804

Counter Notification

If you receive a notification from Kipwise that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Kipwise with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Kipwise’s Designated Agent through one of the methods identified immediately above, and include substantially the following information:

• A physical or electronic signature of the subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Kipwise may be found, and that the subscriber will accept service of process from the person who provided a Notification of Claimed Infringement as set forth above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

Kipwise Actions Following Receipt of Counter Notification

Upon receipt of a Counter Notification, Kipwise shall promptly provide the party submitting a Notification of Claimed Infringement with a copy of the Counter Notification, and Kipwise will replace the removed material or cease disabling access to it in not less than 10, nor more than fourteen (14), business days following receipt of the Counter Notice, unless Kipwise’s Designated Agent first receives notice from the person who submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on Kipwise’s system or network.

False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides that:

any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Kipwise] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

Kipwise reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this Agreement should be sent to the Designated Agent at copyright@kipwise.com or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Kipwise, the operation of the Services or any other matter should be sent to support@kipwise.com.