1.1. We, Electric Soul Limited and/or our subsidiary(ies) and/or affiliate(s) (hereinafter collectively referred to as “we”, “us”, “our” or “Company”) own and operate this site (“Site”) and we also operate and provide services through our mobile web and mobile application Electric Soul (“ES Application”) which was developed and is powered by us (Site and ES Application individually or collectively as the “Platform(s)”).
CLAUSE 13 – LIMITATION OR TERMINATION OF THE SERVICES
CLAUSE 15 – DISCLAIMER OF WARRANTIES
CLAUSE 16 – LIMITATION OF LIABILITY
CLAUSE 17 – INDEMNITY
4.1. Pursuant to the Terms and Conditions, we offer one or more of the following services through our Platforms:
(items (a) to (c) above singly or collectively referred to as the “Services”).
4.2. The Company reserves the rights, in its sole discretion, to modify the Services, including without limitation by removing, adding, or modifying any portion of the Platforms and to edit, modify, share, erase, delete or remove any post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses, and other communications, as well as files, images, photographs, video, sound recordings, musical works and other content as uploaded, posted or shared by a User on the Platforms (“User Content(s)”) for any reason from time to time and without notice. The Company shall have no liability to any Users for any of the foregoing actions except pursuant to the terms of any service agreement signed with the Company, if any. Except as specified in the Terms and Conditions, the Company is not a party to any actual transaction between the Users.
5.1. You may freely browse our Platforms, however, you are required to download and register with us if you want to use certain contents and functions("ES Member(s)").
5.2. When you register as an ES Member, you agree, represent, warrant and covenant that:
5.3. If you know or suspect that anyone other than you have knowledge of your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
How to use
6.1. You may upload, post or share User Content on our Platforms ("Posting User(s)"). As a Posting User, you agree that you shall use the Platforms for lawful purposes only.
6.2. As a Posting User, you are solely responsible for any uploaded, posted or shared User Content and/or any links to websites, media platforms and/or applications ("Link`s").
6.3. As a User, you acknowledge and agree that:
6.4. If User Contents or Links are subsequently deleted and/or removed by us or the Posting User or the Posting User’s Account is deleted and/or removed, such User Contents and/or Links will no longer be accessible; however, such deleted User Contents or Links may still persist and appear on any part of the Platforms, and/or be used in any form by us.
6.5. We reserve the right to:
How not to use
As a User, you represent, warrant and covenant not to:
7.1. If you wish to complain about User Content uploaded by other Users, please contact us at email@example.com
8.1. This paragraph shall be applicable to Users who use our Business Services as defined in our Terms of Business Services (“Business Users”).
8.2. Upon payment of a service fee to the Company or upon acceptance of any free trial promotion offer, Business Users will be entitled to use our Business Services (as defined in our Terms of Business Services) to upload, post or share advertisement (subject to the Terms and Conditions and any specific terms and conditions of any service agreement(s) entered into between the Company and the Business User (“Business Users”). In the event of any conflict between the Terms and Conditions and a Service Agreement, the latter shall prevail.
9.1. Tickets: Our Platforms make available digital tickets for events and festivals as offered by Business Users (“Tickets”). By accessing or using our Platforms to retrieve tickets, Users acknowledge that they have read, understood and accepted the Terms and Conditions as well as the Terms of Purchase and agree to be bound by them.
9.2. Tokens: Our Platforms make available digital Tokens (i.e. vouchers) as offered by Business Users (“Tokens”). By accessing or using our Platforms to retrieve Tokens, Users acknowledge that they have read, understood and accepted the Terms and Conditions as well as the Terms of Purchase and agree to be bound by them.
9.3. Coupons: Our Platforms make available digital coupons as offered by Business Users (“Coupons”). By accessing or using our Platforms to retrieve Coupons, Users acknowledge that they have read, understood and accepted the Terms and Conditions as well as theTerms of Purchase, and agree to be bound by them.
10.2. Users who view User Contents on our Platforms agree that any personal data received via the Platforms or from the Company shall only be used for the purpose of identifying and/or locating advertisements or materials or any User Content therein or for the purpose of enjoying the Services provided through the Platforms by providing troubleshooting and customer support services. Any personal data received which are irrelevant to the above purposes shall be disregarded and shall not be saved, stored, collected, processed, used, distributed, published, disclosed or transmitted in any way, including but not limited to for any commercial purpose. Any personal data collected via the Platforms shall be promptly and properly deleted when the above purposes have lapsed or been achieved.
10.4. We shall not be responsible or held liable in any way if any Users, in breach of the Terms and Conditions use any other Users’ personal data, information or materials for any purpose. All Users accept that all personal data, information or materials provided by them publicly on the Platforms are voluntarily provided and are given entirely at their own risk and accord. We shall not bear the responsibility of protecting the personal data, information or materials so provided publicly therein.
11.1. We are the owner or the licensee of all intellectual property rights on our Platforms (including all copyright, patents, trademarks, service marks, trade names, domain names, social media identifiers, designs, whether registered or unregistered) and materials, information and User Content on the Platforms or accessed as part of the Services, any database operated by us, all the Platforms’ design, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code and software (including applets and scripts), and all their selection, coordination, arrangement and enhancement. Those intellectual property rights are protected and may not be downloaded, copied, modified, reproduced, printed or distributed in any way except that Users may download and/or print a copy of such materials for their own legal and non-commercial uses or for such purposes as permitted under the terms and conditions of any Service Agreement(s). Any use of any of such User Content other than those permitted under the Terms and Conditions and the terms and conditions of any Service Agreement(s) is strictly prohibited and the Company reserves all its rights in this respect. Users acknowledge that they will be solely responsible for any adverse consequences arising from their breach of intellectual property laws.
11.2. For the avoidance of doubt, any purported consent of any third parties on the use of the User Contents and materials mentioned under this Clause shall not exonerate the Users from the restrictions/prohibitions imposed hereunder in whatsoever manner.
11.3. You agree that we are free to use, disclose, adopt and modify all and any ideas, concepts, proposals, suggestions, comments and other communications and information provided by you in connection with your use of the Platforms without any remuneration or compensation to you. Users hereby waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to the Company’s use, disclosure, adoption and/or modification of such ideas, concepts, proposals, suggestions, comments and/or other communications and information.
12.1. The Platforms allow ES Members to upload, post or share User Contents. Users acknowledge that the Company may not pre-screen or pre-approve User Contents, and you agree that the Company has the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove and monitor the User Contents. The Company further has the sole and absolute right, but not the obligation, to disclose the User Content and the circumstances surrounding their transmission to any third-party, at any time, for any reason, including to determine compliance with the Terms and Conditions as well as to satisfy any applicable law, regulation or authorised government request. Without limiting the foregoing, the Company has the right to remove any material from the Platforms, to expel the Users from and prevent their further access to the Platforms (by way of, including but not limited to, terminating the Accounts and blocking the Users’ internet protocol addresses) in its sole and absolute discretion and assumes no liability for any User Content or other information that appears to be or is removed from the Platforms or elsewhere.
12.2. The Company takes no responsibility whatsoever for the User Contents on the Platforms or any User Content sent through the Platforms, or for any User Content lost and does not make any representations or warranties regarding the content or accuracy of any material therein. Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by the Company. Other users may post User Content that is inaccurate, misleading or deceptive. The Company does not endorse and is not responsible for any User Content, and will not be liable to you or any other person for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of the Company. The Company does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the Platforms or Services, including any objectionable User Content.
12.3. User shall not upload, post or otherwise make available on the Platforms any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. The Company does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. The User will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.
12.4. Any User Content uploaded, posted or shares may be viewed by users of other websites and/or media platforms and/or applications linked to the Platforms and the Company is not responsible for any improper and/or illegal use by any user or third party from linked third party websites and/or media platforms and/or applications of any User Content. Links provided on the Platforms are provided solely as a convenience to the Users and as internet navigation tools, and not in any way an endorsement by the Company of the contents on such third-party websites and/or media platforms and/or applications. The Company has no control over or rights in such third-party websites and/or media platforms and/or applications and is not responsible for any contents on such third-party websites and/or media platforms and/or applications or any use of services provided by such third-party websites and/or media platforms and/or applications by the Users. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any User Content, Links or other information placed by you. The Company is not responsible for the content of any third-party websites and/or media platforms and/or applications (regardless of whether they are linked to the Platform), and does not make any representations or warranties regarding the contents or accuracy of materials on such third-party websites and/or media platforms and/or applications.
13.1. The Company shall have the right to:
13.2. The Company reserves the right at any time to take such action as it considers appropriate, desirable or necessary including but not limited to taking legal actions against any such User. The Company shall have no obligation to deliver any User Contents to any User at any time, both before or after cessation of the Services or upon removal of the related User Contents from the Platforms.
14.1 The Company shall be excused from performance under these Terms and Conditions, to the extent it or a Business User is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (i) weather conditions or other elements of nature or acts of God; (ii) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (iii) quarantines or embargoes; (iv) labor strikes; (v) error or disruption to major computer hardware or networks or software failures; or (vi) other causes beyond the reasonable control of the Company or a Business User, as applicable.
15.1. We grant you permission to use the Platforms solely as set forth in these Terms and Conditions, however, we may not monitor the Platforms at all times but reserve the right to do so. We do not warrant that any User Contents or Links on our Platforms will be viewed by any specific User.
15.2. You acknowledge that we are not an agent of any User with respect to any use of the Platforms and we shall not be responsible in any way for any direct or indirect damage or loss that may arise or result from the use of the Platforms, for whatever reason made.
15.3. The Company does not have control over and does not guarantee the truth or accuracy of listings of any User Contents on the Platforms or any content on Links accessed via the Platforms.
15.4. The Company shall not be liable for any default of obligations or duties directly or indirectly caused by or resulted from any causes beyond the Company’s reasonable control, including but not limited to Internet failure or any system default.
15.5. The Company does not guarantee uninterrupted, continuous and/or secure access to any Services via the Platforms. Part of or the whole of the Platforms may be unexpectedly unavailable for whatever duration and for whatsoever reasons that may include but not limited to system malfunctions and disruptions, Internet access downtime and other technical problems beyond the Company’s control for which we cannot and shall not be held responsible. The Company reserves the right to take any part or the whole of the Platforms offline with or without notice for reasons including but not limited to system maintenance or upgrading.
15.6. AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE PLATFORMS IS AT YOUR SOLE RISK. NEITHER THE COMPANY, NOR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT THE USE OF THE PLATFORMS WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORMS, OR (B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF (I) THE USER CONTENTS ON THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, OFFERINGS, SERVICES, OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF OFFERINGS, SERVICES, OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENTS PROVIDED THROUGH THE PLATFORMS. THE PLATFORMS AND ALL CONTENT, USER CONTENTS AND OTHER INFORMATION CONTAINED ON THE PLATFORMS, OFFERINGS, SERVICES AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORMS ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE PLATFORMS OR THE USER CONTENTS OR OTHER INFORMATION CONTAINED ON THE PLATFORMS OR THE OFFERINGS, SERVICES, OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. THE WARRANTY LIMITATIONS IN THIS CLAUSE ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A BUSINESS USER OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY THE COMPANY THAT ARE INCLUDED IN OTHER APPLICABLE TERMS.
15.7. You acknowledge that our Platforms provide Services for transactions between Users and Business Users, for instance, but not limited to, Business Services and/or purchase of Tickets, Tokens, products and/or redemption of Coupons and any other products /and or services. You acknowledge and agree that we are not involved in the actual transactions between any Users and Business Users. We do not warrant, endorse, guarantee or assume responsibility for any experience or item advertised or offered through the Platforms. If a dispute arises between one or more Users and Business Users, each of the Users and Business Users agrees to release us, our respective employees, directors, agents, affiliates or representatives from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undis
15.8. You acknowledge and agree that you shall comply with all applicable laws, statutes, ordinances and regulations (whether or not having the force of law) regarding the use of the Platforms. You recognize the global nature of the Internet and understand that the applicable laws, statutes, ordinances and/or regulations may be of a jurisdiction other than your own and agree that compliance with the same is your absolute responsibility.
16.1. AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR AFFILIATES OR ANY OF ITS RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE PLATFORMS, THE USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE PLATFORMS OR SUBMITTED BY YOU TO THE PLATFORMS; (B) YOUR INABILITY TO USE THE PLATFORMS; (C) MODIFICATION OR REMOVAL OF USER CONTENT POSTED, UPLOADED OR SHARED ON THE PLATFORMS; (D) THE BUSINESS USER OFFERINGS, PRODUCTS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORMS; (E) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED DIRECTLY FROM A BUSINESS USER; (F) THESE TERMS AND CONDITIONS; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. THE AGGREGATE LIABILITY OF THE COMPANY TO ANY USER FOR ALL CLAIMS AND EXPENSES ARISING FROM THEIR USE OF THE SERVICES AND/OR THE PLATFORMS SHALL BE LIMITED TO THE AMOUNT OF HK$100. THE LIABILITY LIMITATIONS IN THIS CLAUSE ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A BUSINESS USER OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY THE COMPAMY THAT ARE INCLUDED IN OTHER APPLICABLE TERMS, NOR ARE THEY INTENDED TO LIMIT THE REMEDIES YOU MIGHT HAVE FOR PRODUCT-RELATED INJURIES.
17.1 YOU AGREE TO INDEMNIFY, AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, SHAREHOLDERS, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGN FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND LITIGATION EXPENSES ON A FULL INDEMNITY BASIS) (I) ARISING FROM OR RESULTING FROM YOUR USE OF THE PLATFORMS, (II) YOUR USE OF ANY SERVICES PROVIDED BY THE COMPANY VIA THE PLATFORMS, (III) FRAUD COMMITTED BY YOU OR YOUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, OR (IV) YOUR BREACH OF ANY TERM OF THIS TERMS AND CONDITIONS OR ANY TERMS AND CONDITIONS OF ANY SPECIFIC PLATFORM OR SERVICE AGREEMENT(S) ENTERED INTO BETWEEN THE COMPANY AND YOU.
17.2. The Company will provide prompt notice of any such claim, suit or proceedings to the relevant User.
18.1. When you use the Platforms or send emails or any other forms of electronic messages to us, you are communicating with us electronically and consent to receive electronic communications related to your use of the Platforms. We will communicate with you by email or by posting notices on the Platforms. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Platform or from which you otherwise email us.
19.1 The provisions of the Terms and Conditions shall be enforceable independently of each other and the validity of each provision shall not be affected if any of the others is invalid. In the event any provision of the Terms and Conditions is determined to be illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions of the Terms and Conditions shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as part of the Terms and Conditions one or more provisions as similar in terms as may be legal, valid and enforceable under the applicable law.
21.1. The Terms and Conditions and any dispute or matter arising from or incidental to the use of the Platforms shall be governed by and construed in accordance with the laws of Hong Kong, unless otherwise specified.
21.2. Any dispute, controversy, difference or claim arising out of or relating to this Terms and Conditions, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
21.3. In the event of any breach of the Terms and Conditions by any one party, the other party shall be entitled to remedies in law and equity as determined by arbitration.
22.1. Except as expressly set forth herein, no person other than the parties to these Terms and Conditions shall have any right to enforce any term hereof.
23.1. Should there be any inconsistency between the English version and any version in other language, the English version shall always prevail.
For any query, please email firstname.lastname@example.org.