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QUOTEPOWER SERVICE AGREEMENT (Complete Version) |
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1.
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INTRODUCTION |
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1.1 |
Parties |
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This
Agreement is made between (1) QuotePower International Limited
("QPI") AND (2) User for the use of QPI's services. |
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1.2 |
Notice
to User |
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Upon pressing the [I Accept] button during the
online service subscription process and/or the [Login] button to access the
Service, User is assumed to have read, understood, and confirmed to accept
and be bound by the terms and conditions stated in this Agreement. |
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1.3 |
Definitions |
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In
this Agreement the following expressions shall have the following meanings: |
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"Agent"
means [PCCW mobile] or any company, firm, or partner who have entered into
an agreement with QPI for reselling the Service to Users; |
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"Content"
includes without limitation any content, software, data, information,
messages and all textual, audio, video, still image, graphical and other
contents or materials that can be accessed by or through the Service; |
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"Fees"
means any subscription fee which is payable (where
applicable)
by User associated with User's use and/or access to the Service together with
such other third party charges, access fees and other fees and charges as may
be charged by QPI from time to time, and whether or not as agent, for User's
use and/or access to the Service (and any other person's use and/or access to
the Service where such person was able to access the Service by using
Account) and/or the on-line delivery of Content; |
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"Account"
means any unique personal identifiers issued by QPI to User for gaining
access to the Service; |
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"Service"
means the on-line service provided by QPI which User wishes to access via the
Internet and/or the wireless channel; |
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"Sources"
means all Content suppliers including but not limited to The Stock Exchange
of Hong Kong Limited and other exchanges and specialist data providers whose
Content is contained with the Service; |
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"User"
means any company, firm, partnership or individual who is
the
recipient of the Service. |
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2. |
LICENSES
AND MUTUAL OBLIGATIONS |
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2.1 |
Obligations
of QPI |
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2.1.1 |
QPI
shall grant to User a non-exclusive non-transferable limited license to
access the Service in accordance with the terms and conditions of this
Agreement and subject to any and all copyright notices or restrictions
applicable to the Service and its Content and such license shall not permit
local area network or wide area network distribution of Content and is for
individual use only. |
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2.1.2 |
QPI
shall authorize for each User one Account for access by User to the Service.
User is not allowed to give this Account to third parties. |
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2.1.3 |
QPI
reserves the right at all times to (i) immediately suspend User's access to
the Service without notice, where QPI is of the opinion that User has
breached any of the terms contained in this Agreement or that such action is
appropriate, desirable or necessary in the reasonable opinion of QPI; (ii)
amend Fees or introduce new fees or amend any of the terms
and conditions of this Agreement where such amendments shall be posted
on-line which shall take immediate effect upon after such
posting is made and such amendments shall not be notified to User
individually. |
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2.1.4 |
QPI
may, at its absolute discretion and at any time, add, amend or remove,
without prior notice to User, alter the presentation, substance, and functionality
of any Content. |
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2.1.5 |
Services that are designated to China users
are offered only to residents in China (Hong Kong
S.A.R. and Macau are not included) and User can only access the Service from
within China, QPI reserves the right to immediately suspend User's access to
the Service if our system detects that the User tries to access the Service
from outside of China. |
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3. |
Obligations
of User |
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3.1 |
User agrees to pay
all Fees due in accordance with the terms of this Agreement including all fees imposed by Sources which supply data
to User. User understands that the
fees charged by such Sources may change from time to time and agrees to pay
the effective amount incurred during the the term of this Agreement. |
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3.2 |
User
hereby acknowledges that the Service and Content are proprietary to and/or
the copyright of QPI and/or QPI's holding companies, subsidiary companies or
associated companies and/or Sources and are for use solely by User, and
Content provided by the Service may not be copied, manipulated, republished
or redistributed to third parties in any form by any means without the prior
written consent of QPI and, where necessary, Sources. |
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3.3 |
User
shall forthwith notify QPI in writing of any misuse of, or infringement of,
the copyright of any Content. |
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3.4 |
User
will not trespass, break into, access, use or attempt to trespass, break
into, access or use any other parts of QPI's servers, its Content and/or any
data areas for which User has not been authorized by QPI. |
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3.5 |
User
shall not assign, transfer or sub-license all or any part of its rights or
obligations under this Agreement. |
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3.6 |
For services that are
designated to China users, User is required to provide a copy of the personal
identity document and a valid address proof to QPI prior to using the Service
to prove that User resides in China (Hong Kong S.A.R. and Macau are not
included). |
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4.
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DISCLAIMER
OF WARRANTY AND LIMITATIONS OF LIABILITY |
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4.1
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Disclaimer
of Warranty |
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User
expressly acknowledges and agrees that the Service is provided to it on an
"as is" basis and that its use of its Content is at its sole risk.
Neither QPI nor Sources nor the Agent make any warranty of
any kind whatsoever (save for those expressly stated in this agreement)
relating to the Service including any Content furnished through the Service,
express or implied, including without limitation, non-infringement of third
party rights or merchantability or fitness for any particular purpose of use.
QPI and Sources endeavour to ensure the accuracy and reliability of Content
provided but QPI and Sources and the Agent do not guarantee its
accuracy or reliability and accept no liability (whether in tort or contract
or otherwise) for any loss or damage arising from any inaccuracies or
omissions. |
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4.2 |
Limitations
of Liability |
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4.2.1
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Neither
QPI nor Sources nor the Agent shall be liable to User or
anyone else for any direct, indirect, consequential or incidental loss, cost
or damage, nor any special or punitive damage, or injury caused in whole or
in part by QPI's or Sources' or Agent's negligence in
procuring, compiling, interpreting, editing, reporting or delivering any
Content. In no event will QPI or Sources or the
Agent be
liable to User for any direct, consequential, incidental, special or punitive
damage, including any lost profits or lost savings, or for any third party
claim of any nature whatsoever related to the Service or its use. |
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4.2.2 |
User
will indemnify QPI and Sources and the
Agent, and
their servants, and hold QPI and Sources and the Agent, and their servants, harmless against all
claims, liability, losses, damages and expenses, including, without
limitation, legal fees and costs arising out of or incurred as the result of
any claims made, or litigation brought, against QPI and Sources and the Agent, and their servants, as a result of the
use by User of Content or part thereof. |
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5.
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TERM
AND TERMINATION |
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5.1
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Term |
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This
Agreement shall take effect upon User accepting this
Agreement
and shall continue until the termination of this Agreement. |
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5.2 |
Termination
and Effect |
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5.2.1
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User may terminate this Agreement at any time by
submitting an official request to the Agent and the termination date would be
determined and confirmed by the Agent. |
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5.2.2 |
QPI or the Agent may terminate this Agreement forthwith at any time without
notice if the User breaches any term of this Agreement or if User's use of or
actions in connection with the Service are inappropriate in the reasonable
opinion of QPI or the Agent. |
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5.2.3 |
User
acknowledges that this Agreement will be terminated forthwith upon
termination of the agreement between QPI and the Agent
and that User shall have no claim whatsoever against QPI for any interruption in provision of the Service thus arising. |
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5.2.4 |
Upon
the termination of this Agreement (i) all licenses and other rights and
privileges granted to User under the terms of this Agreement shall forthwith
cease; and (ii) User will not be entitled to a refund of any Fees which have
been paid in advance on the termination of this Agreement. |
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6. |
GENERAL |
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6.1 |
Invalidity |
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If
any term or provision in this Agreement shall in whole or in part be held to
any extent to be illegal or unenforceable under any enactment or rule of law,
that term or provision or part shall to that extent be deemed not to form
part of this Agreement and the enforceability of the remainder of this
Agreement shall not be affected. |
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6.2 |
Entire
Agreement |
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This
Agreement shall take effect upon User accepting this
Agreement and
this Agreement shall replace all previous agreements. This Agreement forms
the entire understanding between the parties hereto and all other statements,
representations and warranties in relation to the Service whether expressed
or implied by statute, law or otherwise howsoever are hereby excluded. |
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6.3 |
Personal
Data |
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User
hereby authorises QPI and the Agent to release and supply Personal Data of
User to the Stock Exchange of Hong Kong Ltd. and other exchanges and
specialist data providers in connection with the provision of the Service and
Content to User pursuant to this Agreement. |
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6.4 |
Governing
Law and General Provisions |
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The
validity construction and performance of this Agreement shall be governed by
the laws of Hong Kong Special Administrative Region and both parties hereby
submit to the non-exclusive jurisdiction of the courts of the Hong Kong
Special Administrative Region. |