Version of 5 November 2013
The following terms and conditions govern all use of the perpetu.co website (the "Site") and the services and products available at or through the Site from time to time (collectively, the "Service").
The Service is owned and operated by Perpetu Limited ("Perpetu"). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Perpetu (collectively, the "Terms of Service").
It is important that you read and understand these terms and conditions of the Terms of Service before using the Service. By accessing the Site or using any part of the Service, you agree to be legally bound by these terms and conditions of the Terms of Service, as they may be modified from time to time.
Perpetu reserves the right, at its sole discretion, to modify or replace any of these terms and conditions of the Terms of Service at any time. Perpetu may (but, shall not be required to) notify you of changes through the Site. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes. Any future services/features that Perpetu may offer through the Service (including the release of new tools and resources) shall be subject to these Terms of Service. Your continued use of the Service after the introduction of such new services/features constitutes your acceptance of the Terms of Service as changed or modified.
As part of the Service, Perpetu acts according to your instructions in respect of your accounts and content on third-party services over the Internet ("Third-party Services"). Perpetu does not have and never intend to have any contractual involvement in the arrangements between you and the providers of the Third-party Services.
Furthermore, it is your responsibility to ensure that your use of our Service does not breach your arrangements with the provider of the Third-party Services. You must not use our Service if in so doing it breaches or may breach the terms and conditions of the provider of the Third-party Services or is otherwise illegal.
In consideration of your use of our Service:
you confirm that you are aged 18 years or older and capable of forming a legally binding contract;
you agree to provide true, accurate, current and complete information about yourself when filling out the "Profile" section on our Site;
you agree to maintain and promptly update information in the "Profile" section to keep them true, accurate, current and complete. If we have reasonable grounds at any time to suspect that any information is untrue, inaccurate, not current or incomplete, we have the full and unlimited right to suspend or terminate your Perpetu account;
you promise not to use the Service for any purpose that is unlawful or prohibited by these Terms of Service, and agree to abide by all applicable local, state, national and international laws and regulations; and
you accept and agree that, on occasions in which Perpetu refuses or suspends access to the Service by certain individuals, such refusals and/or suspensions shall be within Perpetu's full and sole discretion.
7A. The Service offered is based on beta software developed by Perpetu and licensed solely for your use with the Service. As such:
This software may contain defects and a primary purpose of this private beta testing licence is to obtain feedback on the usefulness of the Service, on software performance and on the identification of defects. You are specifically advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the software and/or accompanying materials.
You agree that, unless otherwise specifically provided herein or agreed by Perpetu in writing, the Service, including all supporting software and documentation, and including the specific design and structure of individual components, features and functionality of the Service, provided to you by Perpetu, constitute confidential proprietary information of Perpetu. You shall permit only authorised users, who have been properly invited to use the Service, to access the software or to view the documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Perpetu. You agree to implement reasonable security measures to protect such confidential information. You will use your best efforts to cooperate with and assist Perpetu in identifying and preventing any unauthorised use, copying or disclosure of Perpetu's software, documentation or any part thereof.
All right, title, and interest in and to the Service (excluding content submitted by users) are and will remain the exclusive property of Perpetu. The Services are protected by copyright, trademark, and other laws of both Hong Kong and foreign countries, and may not be copied (except as necessary to view this Web site in your web browser), distributed, modified, or reproduced, in whole or in part, without the prior written permission of Perpetu.
Perpetu is the proprietor of the "Perpetu" trademark and service mark (the "Mark"). Use of the Perpetu name or any of Perpetu's Mark, logos, domain names and other distinctive brand features is prohibited, unless expressly authorized in writing in advance by Perpetu.
Any and all other trademarks, service marks, logos, company names or product names that appear in our Service ("Third-Party Marks") are owned by their respective owners. The use of the Third-Party Marks in our Service are limited to describing their owners' respective goods and services.
Perpetu is committed to complying with copyright and related laws, and expects all users of the Site to comply with such laws as well. Using our Site to transmit (whether by email, uploading, posting, or otherwise) any information or items without express permission of the owner of such information or items or to engage in any activity that infringes any copyright or any other rights of a third party violates our Terms of Service.
You represent and warrant to Perpetu (a) that you own, or are otherwise lawfully authorized to use, any files, data, text, or other information that you may transmit to or through our Site, and (b) that any use of the files, data, text, or other information supplied by you does not violate any laws or regulations and will not cause injury to any person or entity.
If you believe that your work has been copied on our Site in a way that constitutes copyright infringement, please email us at firstname.lastname@example.org and in doing so provide the following information for our consideration and investigation:
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site; and
Your contact email address.
By accessing our Site and using our Service, you acknowledge and agree that you are using our Service at your own risk. You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to your use of this Site, or your breach of any of the provisions of this Terms of Service.
The Site may include links or references to other websites maintained by third parties over whom Perpetu has no control. Such links and references are provided merely as a convenience and shall not be construed to imply any particular relationship with such third parties.
Similarly, this Site may be accessed from third party links over whom Perpetu has no control. The third party providers of such links shall be solely responsible for the accuracy, currency, or completeness of any information contained in or on their own websites.
This Web site may contain information provided by third parties. The third party provider shall be solely responsible for its accuracy, currency, and completeness of such information.
The Service, Site and all content, products and services included in or available through the Site, are provided "as is" and "as available". The Service, Site and content, products and services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are hereby expressly disclaimed.
If you have chosen to apply for our Classic or Premium service plans (hereafter "Upgraded Plans"), we will provide the service of the chosen Upgraded Plan subject to you having made payment for that chosen Upgraded Plan in the amount set out in our tariff of charges as amended from time to time, and having complied with the requirements as set out in these Terms of Service.
The price that you pay for any of our Upgraded Plans will be that stated on our Site at the time you place your order.
When you place your order for any of our Upgraded Plans, it is an offer by you to enter into a legal contract with us.
We will only enter into a binding contract with you when you receive notification from us that we have accepted your order and that a binding contract exists from the date and time specified in the notification.
Your order for any of our Upgraded Plans can only be made through the appropriate page on our Site. We do not accept orders made by any other means.
Where we have accepted an order from you and have received payment, if the payment is subsequently refused, rejected or otherwise failed to be processed, then we reserve the right to refuse to perform any further or unfulfilled part of the Services you have ordered.
Subject to the provisions of Clauses 31 and 32, the Upgraded Plan shall commence on the date the contract between us is formed and shall expire after one calendar month. At the expiry of any term you may renew the contract for a further period of a calendar month if you pay the then current appropriate fee for the Upgraded Plan.
Data and material ("Web Information") which is to be found on our Site to which you have access is subject to the following limitations:
The Web Information is provided only for you to obtain a general understanding of the topics and issues to which it relates. It may not be up-to-date or provide all the relevant material or data concerning the topic or issues it addresses.
The Web Information is not to be relied upon by or utilised by you to help you or advise or assist you with any problem or issue you are having. Moreover the Web Information must not form the basis on which you decide to take no action or not to do something.
You will not use any software or device to copy, transfer or download complete or partial parts of the Web Information or our Site (text, code, software, graphics etc) to enable you or another person to run our Site or a similar site.
While we will use all reasonable endeavours to make our Service and Site available, we cannot guarantee that they will operate continuously or without interruptions.
To prevent unauthorized access to your personally identifiable information, maintain data accuracy, and ensure the correct use of such information, we have put in place physical, electronic, and managerial procedures to attempt to safeguard and secure the information we collect. However, no safeguards or security procedures are completely effective. We urge you to take all reasonable precautions to protect your personal data, which should include never sharing your username and password with anyone.
We may terminate provision of the Service if you are in breach of the provisions of these Terms of Service or any other provisions incorporated herein.
We may also terminate provision of the Services where we decide to withdraw this Site (whether on a temporary or permanent basis) or decide no longer to permit access to the Site by you (by use of passwords or changes of passwords or by any other means). In such cases, where you have paid for any Services and have not received all of the Services you have paid for we shall return the pro-rata amount of the fee corresponding to that period of the contract for which the Services will not be available.
Except in the case of death or personal injury caused by our negligence, our liability under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the sum of the amount you have paid for the Service.
We shall not be liable to you in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by you:
of an indirect or consequential nature nor
for any economic loss or other loss of turnover, profits, business or goodwill.
Without prejudice to the generality of the foregoing provisions of this Clause 35, and by way of illustration only, we shall not be liable for the followings losses or liability you may suffer or face caused by your reliance or use of the Services (or by not relying on or not using our Services, or by your using or relying them in a reasonable way):
you (or someone on your behalf) missing a deadline;
you (or someone on your behalf) suffering loss by reason of inaccuracy or incompleteness of any information or data provided to you;
you (or someone on your behalf) suffering a business loss or being unable to undertake any business activity;
a third party making a claim against you (or your authorised representative; or
a government or regulatory authority imposing a fine, penalty or obligation on you (or your authorised representative).
These Terms of Service are the entire agreement between you and Perpetu with respect to the Service and use of this Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Perpetu with respect to this Site.
If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
The validity, construction and performance of this Terms of Service shall be governed by Hong Kong law and shall be subject to the jurisdiction of the Hong Kong courts to which you and we submit.