Last Updated Date: [04/14] 2025
These Terms of Service (this “Agreement”) form a binding agreement between ULIKE (HK)LIMITED (“Ulike”, “we”, “us” or “our”) and you (“User”, “you” or “yours”) and governs your access to and use of the website accessible at my.ulike.com and its content (collectively, “Website”) and Services (as defined below). Please note that this Agreement includes and incorporates by reference our Privacy Policy accessible at (“Privacy Policy”), Return and Refund Policy accessible at (“Return and Refund Policy”), and Product Warranty accessible at (“Product Warranty”).
You acknowledge that this Agreement has the same force and effect as if it were executed in writing between you and Ulike. By accessing or using any part of the Website and/or Services, you acknowledge and agree that (i) you have read, understood, and agree to be bound by the terms of this Agreement, Privacy Policy and the User Agreements, and (ii) you are at least 18 years of age and have the capacity to form a binding contract with Ulike. If you do not agree to be bound by the terms of this Agreement, the Privacy Policy, and the User Agreements, are not of legal age, or do not have such capacity to enter into this Agreement, please do not use the Website and Services.
We reserve the right to revise this Agreement, or to amend or issue new Privacy Policy, Return and Refund Policy, Product Warranty and other terms and conditions governing your access to and use of the Website and Services (collectively, “User Agreements”) at any time. We will use commercially reasonable methods to notify you of such revisions, such as by providing a push an announcement on the Website. Your continued access to or use of the Website and/or Services after such announcement had been given and such revised Agreement, revised User Agreement or new User Agreement had come into effect shall constitute your acceptance of the revised Agreement, revised User Agreement or new User Agreement (as the case may be).
1.1 In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:
“Account” has the meaning given to it in Clause 5.1.
“Account Information” has the meaning given to it in Clause 5.4.
"Affiliates", in relation to a party, means any entity which controls, is controlled by, or is under common control with such party (where "control", including its correlative meanings such as "controlled by", "controls" and "under common control with", means, the direct or indirect power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise).
“Errors” has the meaning given to it in Clause 2.2(b).
“Feedback” has the meaning given to it in Clause 9.4.
"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic (including the ongoing COVID-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any Law or any action taken by a Governmental Authority, including without limitation to changes to Law, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water, telecommunications including the internet.
"Governmental Authority" means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral authority or body (including any division thereof), anywhere in the world with jurisdiction over the relevant affairs of Ulike or the User.
“Harmful Code” means any computer code, files, scripts and programs, including any malware and/or software, that is intended or known to be harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware and any new type of threats.
“Intellectual Property Rights” means patents, trademarks, service marks, copyright, know-how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
"Laws" means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, including the common law as may be applicable from time to time and any applicable industry codes or standards which are of a mandatory and binding nature.
“Maintenance” means any scheduled or urgent suspension or restriction of the Website or Services to allow for Updates, upgrades, repairs, and maintenance of the Website or Services.
"Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.
“Personnel” has the meaning given to it in Clause 8.4.
“Product” means any products listed by Ulike on the Website for sale from time to time.
“Registered User” has the meaning given to it in Clause 5.1.
“Services” means services provided by Ulike via the Website from time to time. For the avoidance of doubt, Services exclude Third-Party Materials.
“Technical Data” means system specific data or information and other technical data relating to the Website or Services.
“Term” has the meaning given to it in Clause 10.1.
“Third-Party Account” has the meaning given to it in Clause 5.3.
“Third-Party Materials” has the meaning given to it in Clause 7.1.
“Unavailability” has the meaning given to it in Clause 2.2(b).
“Updates” means updates, bug fixes, patches, corrections, modifications, enhancements, new releases, the introduction of new functionalities or features to, or removal or modification of existing functionalities or features from, the software components of the Website or Services.
“User Agreements” means the Documentation and Policies that Ulike may introduce from time to time.
“User Data” means the data and information created, submitted to, or provided to Ulike by you.
“User Failure” means any failure or inability to access or use the Website or Services that is attributable to the User, including without limitation (i) your access or use of, or attempt to access or use, the Website and/or Services in breach of this Agreement (including the User Agreements), (ii) the User’s non-compliance with the User Obligations and Restrictions as set out in Clause 4 of this Agreement; (iii) the User’s delay in performing, or failure to perform any of its obligations under this Agreement (including making payments), (iv) connectivity issues with the Users’ internet connection, or (v) failure or incompatibility of the User Devices, and other hardware or software components required by the User to access or use the Website or Services which are not provided by Ulike.
“Ulike Intellectual Property” has the meaning given to it in Clause 9.1.
“Ulike Proprietary Marking” has the meaning given to it in Clause1.1(b).
“Website” has the meaning given to it in the preamble.
2. DISCLAIMER
2.1 Ulike will use commercially reasonable efforts to make the Website and Services available to you.
2.2 Notwithstanding the foregoing, you acknowledge and agree that:
(a) The availability and performance of the Website and/or Services may vary depending on a variety of factors which may be outside of Ulike’s control, including without limitation to the stability of the internet and disruption of telecommunications networks. Ulike makes no representations or warranties, whether express, implied, statutory or otherwise, to the performance (including without limitation to quality, speed, service level or efficiency), uptime, or availability of the Website and/or Services, or that your access to or use of the Website and/or Services will be uninterrupted, error-free or will meet your needs or requirements; and
(b) Ulike shall not be held responsible or liable for any errors or disruptions in the Website and/or Services (“Errors”), or your inability to access or use the Website and/or Services (or any part thereof) (“Unavailability”) for any reasons, and any losses or damages you may suffer as a result of such Error or Unavailability, including where such Error or Unavailability is due in part or in whole to any of the following:
(i) User Failure;
(ii) Maintenance;
(iii) Force Majeure Event;
(iv) changes in Laws or orders or requirements of a court or other Governmental Authority;
(v) any suspension or termination of your Account, access and/or use of the Website and/or Services in accordance with this Agreement; and
(vi) failure of the internet, telecommunication network, power grid failure, or any other reasons not caused by or attributable to Ulike, or beyond Ulike’s control.
2.3 You acknowledge and agree that your access to and/or use of the Website and/or Services may be occasionally suspended or restricted to allow for Updates. Ulike may at any time, and without giving any reason or notice, Update the Website and/or Services without any liability towards you. You further agree that all Updates will be deemed part of the Website and/or Services and be subject to all terms and conditions of this Agreement.
2.4 We have made every effort to display as accurately as possible the colors and images of our Products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. You acknowledge and agree that to the fullest extent permitted by applicable Laws, the Website and/or Services are provided by Ulike on an “as is,” and “as available” basis, with all faults. Ulike expressly disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory or otherwise, with respect to the Website and/or Services and/or the results that may (or may not) be achieved by the use of the Website and/or Services, including without limitation to all warranties of merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, timeliness or effectiveness, compliance with Laws, and any warranties arising from a course of dealing or usage or trade.
2.5 Without prejudice to the generality of Clause 2.4, Ulike does not represent nor warrant:
(a) that the Website and/or Services will meet your requirements;
(b) the use of the Website and/or Services will be or will remain to be permitted by Laws;
(c) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Website and/or Services;
(d) that the Website and/or Services, or any material or information obtained through the Website and/or Services, will be provided uninterrupted, secure, or free from errors or omissions;
(e) that the Website and/or Services or any material obtained through or from the Website and/or Services are free from any Harmful Code; or
(f) the security of any data or information (including User Data) transmitted by you or to you through the Website and/or Services. In this regard, you acknowledge and agree that you understand that any material or information transmitted or received through the Website and/or Services may be accessed by unauthorised third parties, and accept the risk of such occurrences and shall not hold Ulike liable for the same.
2.6 Certain Products or Services may be available exclusively online through the Website. These Products or Services may have limited quantities and are subject to return or exchange only according to our Return and Refund Policy.
2.7 We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or product pricing are subject to change at any time without notice, at our sole discretion of us. We reserve the right to discontinue any Product at any time. Any offer for any Product or Service made on this site is void where prohibited by Law.
3. Modifications to the Prices and Services
3.1 You acknowledge and agree that the prices for our Products are subject to change without prior notice.
3.2 We reserve the right at any time to modify or discontinue Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of Services.
4. USER OBLIGATIONS AND RESTRICTIONS
4.1 You shall access and use the Website and Services in compliance with this Agreement, the User Agreements, and all applicable Laws.
4.2 You shall ensure that all User Data provided by you to Ulike will be accurate, complete, true, up-to-date, and not misleading. Further, when you provide Personal Data to Ulike, you shall be taken to have agreed and consented to Ulike’s collection, use, disclosure and processing of such Personal Data in accordance with the Privacy Policy.
4.3 You shall not use the Website or Services:
(a) for any unlawful purposes or criminal activity;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any applicable Laws;
(d) to infringe or violate any other person’s Intellectual Property Rights (including without limitation making, transmitting or storing electronic copies of materials protected by Intellectual Property Rights without the permission of the owner), rights of publicity or privacy, or other personal rights.
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to collect or track the Personal Data of others; or
(g) for any obscene or immoral purpose.
4.4 In using the Website and Services, you shall not:
(a) submit any false or misleading information;
(b) impersonate any person or party or falsely declare, distort or misrepresent your affiliation with any person or party;
(c) attempt to gain unauthorised access to or otherwise interfere with the performance, operation or functionality of any part of the Website or Services, or any computer facilities of and/or accessed through the Website;
(d) make the Website or Services (or any part thereof) available to, or use the Website or Services (or any part thereof) for the benefit of anyone other than yourself;
(e) interfere with or disrupt the integrity, performance, operation or functionality of the Website or Services, or any information and content contained thereon;
(f) copy, adapt, modify, prepare derivative works based upon, transfer, publicly display, transmit, or otherwise exploit the Website or Services, including any function or feature thereof;
(g) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar tools) to “scrape”, collect or download any information and data from the Website or Services;
(h) access the Website or Services in order to build a competitive product or service or otherwise to compete with Ulike;
(i) reverse engineer, disassemble, or otherwise attempt to derive or gain access to the source code or infrastructure of the Website or Services or any part thereof;
(j) attempt to probe, scan, or test the vulnerability of the Website or Services, any Ulike system or network or breach any security or authentication measures, or otherwise attempt to benchmark the Website or Services or Ulike’s performance of any services;
(k) upload, store on, or transmit or make available through the Website or Services any Harmful Code; or
(l) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Website or Services, including any copy thereof.
4.5 You acknowledge and agree that Ulike reserves the right, but shall have no obligation, to :
(a) monitor your access to or use of the Website or Services, check, vet and/or control any activity, content or information occurring on or through the Website or Services, to ensure your compliance with this Agreement, or to comply with Ulike’s obligations under applicable Laws or the order or requirement of a court or other Governmental Authority;
(b) investigate and prosecute violations of this Agreement to the fullest extent of the Law, report any suspicious or unlawful activities occurring on or through the Website or Services, and involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement; and
(c) remove or disable your access to and use of the Website or Services (or any part thereof) at any time and without prior notice for any reason or no reason (including without limitation to circumstances where Ulike, at its sole discretion, consider any of your actions or operations to be in violation of this Agreement or applicable Law, is harmful to the Website or Services or any users of the Website or Services, or to comply with the order or requirement of a court or other Governmental Authority).
5. USER ACCOUNT
5.1 In order to access certain features of the Website or Services, you may be required to become a Registered User and access such features through your Account. For the purposes of the Agreement, a “Registered User” is a User who has registered an account on the Website for the use of such features (“Account”).
5.2 In order to become a Registered User, you will be required to provide [your name, a valid email address, your mobile number and to create a password]. The information which you have provided to us for such Account creation may be accepted or rejected at our sole and absolute discretion.
5.3 Ulike may allow you to link your Account with, or otherwise access the Website or Services using, your accounts on third party services (for example, Facebook, Google, LinkedIn, and other third party services as Ulike may permit from time to time) (“Third Party Account”). For the purposes of this Agreement, all references to “Account” shall include “Third Party Account”.
5.4 In creating an Account, you agree to:
(a) provide true, accurate, current and complete information about yourself, including but not limited to your email address, delivery address and credit card numbers, and expiration dates (the “Account Information”);
(b) maintain and promptly update the Account Information to keep it true, accurate, current and complete; and
(c) not create an Account using a false identity or information, or on behalf of someone other than yourself.
5.5 You acknowledge and agree that you shall be solely responsible for maintaining the confidentiality and security of your Account and shall not allow another person to use your Account to access the Website and Services. You shall immediately notify Ulike via seasupport@ulike.com if you have reason to suspect that the confidentiality of your Account has been compromised, or if you suspect or become aware of any unauthorised use of your Account or any other breach of security.
5.6 Notwithstanding the foregoing, you acknowledge and agree that any access to and/or use of the Website or the Services, any actions taken on, and all operations of, the Website and Services, and any information, data or communications that occur under or through the use of your Account or are referable or traceable to your Account (including without limitation to any Services accessed or activated, and any payments or purchases made under your Account) shall be attributable to you, and you shall be deemed to have taken such actions and shall be solely responsible for all such actions, even if you did not authorise such actions. Ulike shall be entitled (but not obliged) to act upon and hold you responsible and liable for such action, as if such actions were carried out by you. You also agree to indemnify Ulike entirely against any and all losses attributable to any access to and/or use of the Website and/or the Services referable or traceable to your Account.
5.7 Ulike shall not be liable to you for any harm or loss arising from or relating to the theft of your Account, your disclosure of your Account, or the use of your Account by another person or entity.
5.8 Ulike reserves the right to require you to provide additional Account Information, change your password, temporarily or permanently suspend or terminate your Account, or impose limits on or restrict your access to and use of the Website or Services with or without notice at any time for any or no reason including:
(a) if you provide any Account Information that is untrue, inaccurate, not current or incomplete, or Ulike has reasonable grounds to suspect that any Account Information you provide is untrue, inaccurate, not current or incomplete;
(b) if Ulike has reasonable grounds to believe you have violated, or are about to violate, the Agreement, including any incorporated agreements, policies or guidelines, or any applicable Laws, or that your Account may have been compromised;
(c) if activities occur under your Account which, in Ulike’s sole discretion, would or might cause damage or losses to Ulike or any users (whether yourself or other users), impair Ulike’s ability to provide the Website or Services, or infringe or violate any third party rights (including Intellectual Property Rights);
(d) if you decline to disclose such information required for the continued usage of the Website or Services;
(e) in response to requests by law enforcement agencies or other Governmental Authority; or
(f) to address or respond to technical or security issues or problems, or to allow for repairs, maintenance or the introduction of new functionalities or services.
5.9 Ulike shall not be held liable for any losses suffered by you arising out of or in connection with such suspension or termination of your Account.
5.10 You agree not to create an Account and/or use the Website or Services if you have previously been banned from the Website and/or Services by Ulike.
5.11 You hereby acknowledge and agree that any or all data (including without limitation to user access data, user account data and transaction data) and communications with the Website may be monitored, captured, recorded and transmitted to the authorities as deemed necessary by Ulike in its sole discretion and without further notice.
5.12 It is your responsibility to keep your User Devices and access to this Website secure. Any removal of software restrictions and limitations imposed by the official operating system of your User Devices may make your User Devices vulnerable to Harmful Code and/or compromise your User Devices’ security features, and may also affect the proper functionality of the Website and/or Services. We shall not be liable or responsible for any damage, expense or loss of any kind suffered directly or indirectly by you as a result of any loss, disclosure, theft and/or unauthorised use of your Account, security credentials and/or User Devices.
6. USER DATA
6.1 You hereby grant Ulike a non-exclusive, royalty-free license to access and use User Data during the Term for the purposes of:
(a) providing the Website and Services to you;
(b) monitoring and improving the performance of the Website and Services and other internal business purposes of Ulike; and
(c) creating anonymised versions of User Data to the extent that no individual can be identified from such anonymised data, which Ulike may use for other business purposes such as data analytics.
6.2 You represent and warrant that you own or have the legal right and authority and will continue to own or maintain the legal right and authority, to grant to Ulike during the Term the license set forth in Clause 6.1.
6.3 You acknowledge and agree that:
(a) Ulike does not monitor User Data transmitted by you through the Website or Services, and that Ulike shall not be responsible for such User Data;
(b) you are solely responsible for making sure that the disclosure and use of data, User Data and information that you provide to Ulike through the means described herein does not violate any applicable Laws or infringe upon the Intellectual Property Rights of any third party;
(c) you shall not knowingly post or upload any User Data which is illegal:
(d) Ulike may remove any violating content posted on or transmitted through the Website or Services at any time;
(e) you shall promptly provide written notice to Ulike in the event you discover any User Data provided is unlawful, contains errors, or otherwise violates the provisions of this Agreement; and
(f) all de-identified User Data shall become the property of Ulike on and from the time such de-identified User Data are created or generated by Ulike.
7. THIRD PARTY MATERIALS
7.1 Ulike may display, include or make available third-party content or provide links to third-party websites or services (collectively, “Third-Party Materials”) on the Website or Services. You acknowledge and agree that any Third-Party Materials you access through the Website or Services are entirely at your own risk.
7.2 Without prejudice to the foregoing, you acknowledge and agree that:
(a) Ulike may but shall have no obligation to monitor and review such Third-Party Materials, and shall not be responsible for such Third-Party Materials, including their accuracy, completeness, timeliness, currency, validity, copyright compliance, legality, decency, quality or any other aspect thereof;
(b) Ulike does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials;
(c) Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions;
(d) Ulike does not guarantee the continued availability of such Third-Party Materials, and may cease displaying, including or making available such Third-Party Materials at any time at its sole discretion without any liability to you; and
(e) Ulike makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur arising out of or in relation to your use of Third-Party Materials, any transactions completed in or through the same, nor for any contract entered into by you with any third party.
7.3 You shall indemnify Ulike against all costs, losses, liabilities and damages which arise from any action or claim against Ulike from third parties in respect of your use of, integration and/or interface with Third-Party Materials and related data.
8. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY
8.1 In no event shall Ulike be liable to you for:
(a) any loss of earnings, revenue, profits, sales, contracts, business opportunity, business or anticipated savings;
(b) any loss of goodwill or loss of reputation;
(c) any loss or corruption of data; or
(d) any incidental, consequential, exemplary, special, punitive, multiple, pure economic loss or other indirect losses,
whether based upon warranty, contract, tort, statute, strict liability or otherwise, even if Ulike has been advised of the possibility of such damages or losses, arising out of, resulting from or relating in any way to:
(a) your use or inability to use the Website or Services for any reasons;
(b) your reliance on any material or information made available through the Website or Services;
(c) the cost of procurement of substitute goods or services resulting from any Products, data, information or Services purchased or obtained or messages received for transactions entered into through the Website and Services;
(d) any unauthorized access to or alteration of your data or information (including User Data);
(e) statements or conduct of any third party on the Website; or
(f) any other matter relating to the Website and Services.
8.2 Save with respect to death or personal injury caused by the negligence of Ulike, to the maximum extent permitted by Law, Ulike shall not be liable to you for any death or personal injury, however caused and under any theory of liability, arising out of this Agreement or your use of the Website and/or Services, or resulting from or relating in any way to your use or inability to use the Website or Services.
8.3 In no event shall Ulike’s aggregate liability arising out of or related to this Agreement exceed [the amount of monies paid by you to Ulike for the Paid Services in the [one (1) year] period prior to the date your claim arose].
8.4 You shall indemnify, defend and hold harmless Ulike, our related corporations, our and our related corporations’ directors, officers, employees and agents (collectively, our "Personnel") from and against any and all claims, demands, actions, suits proceedings, damages, obligations, losses, liabilities, costs, penalties or expenses (including, but not limited to, legal fees incurred by us on a full indemnity basis) of whatsoever nature which may be suffered or incurred by us as a result of or in connection with:
(a) your use of the Website or Services or the results obtained therefrom;
(b) any breach of this Agreement by you;
(c) any damage or injury caused by you to any property belonging to any Personnel;
(d) any damage or injury caused by you to any person and/or their property; and
(e) your infringement of any third party right (including any intellectual property, property, or privacy right).
8.5 You further acknowledge and agree that any Personnel shall be entitled to rely on and enforce the indemnity in Clause 8.4 as if such Personnel were a party to this Agreement.
8.6 You hereby acknowledge and agree that the disclaimer of warranties, limitations of liability and indemnity in this clause and in the other provisions of this Agreement and the allocation of risk therein are essential elements of the bargain in Ulike’s provision of the Website and/or Services, without which Ulike would not have provided the Website and/or Services or entered into this Agreement.
9.1 Ownership. You acknowledge and agree that Ulike and its third-party licensors own all rights, titles and interests (including without limitation to Intellectual Property Rights) in and to:
(a) the Website and Services;
(b) any trade marks, service marks, trade names, domain names, website names, other significant brand features or specific descriptions which will allow a third party to identify Ulike and/or its Affiliates (collectively, “Ulike Proprietary Markings”);
(c) all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models (whether or not any of the foregoing have been developed using User Data), technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Website and Services;
(d) any reports or data generated by Ulike in the course of providing the Website or Services to you or from User Data uploaded or entered by you to the Website;
(e) any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from Ulike’s provision of the Website or Services, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Website or Services, whether or not created for you; and
(f) any operation and technical data relating to the Website and Services (including without limitation to user Account Information, operation records, and service orders)
(collectively, the “Ulike Intellectual Property”).
9.2 Other than the limited license and use rights expressly set forth in this Agreement to Ulike Intellectual Property, Ulike does not grant you any rights to Ulike Intellectual Property and reserves all rights therein.
9.3 You shall not, and shall not permit any other person to:
(a) access or use Ulike Intellectual Property except in accordance with the terms of and otherwise permitted under this Agreement;
(b) display, use, apply for registration any Ulike Proprietary Markings;
(c) represent to any other persons, that you have the right to display, use or to otherwise dispose of Ulike Proprietary Markings;
(d) modify, alter, remove, delete or destroy any Ulike Proprietary Markings placed upon or contained within the Website or the Services; or
(e) take any action which would cause the Website and/or Services or any part thereof to be placed in the public domain or to become open-source software.
(a) If you propose or provide any ideas, suggestions, recommendations, enhancements, improvements, or other feedback (collectively “Feedback”) to Ulike, then you hereby assign all rights, title, and interests, including all copyright, patent, trade dress rights and other Intellectual Property Rights, in and to such Feedback to Ulike.
(b) Ulike shall have the right to use and disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose in Ulike’s discretion without remuneration, compensation or attribution to you, provided that the foregoing shall not create or imply any obligation on the part of Ulike to use such Feedback.
(c) Further, by posting comments or reviews to the Website, you agree to grant Ulike the right to use the submitted name, referable to said review, comment or other content. You shall not use a false email address, act as a person who is not yourself or otherwise deceive or misinform Ulike or third parties about the source of any submissions.
(d) You acknowledge that Ulike is under no obligation to publish any material submitted by you and may edit or remove any previously submitted materials from the Website at any time.
10.1 This Agreement shall commence on the date when you accepted this Agreement (as described in the preamble above) and remain in full force and effect while you access or use the Website and Services, unless terminated earlier in accordance with this Agreement (the “Term”). For the avoidance of doubt, you hereby acknowledge and agree that the Agreement commenced on the earlier of (a) the date you first accessed the Website or Services, or (b) the date you accepted the Agreement.
10.2 Upon any termination of this Agreement:
(a) all rights granted to you shall cease, and you shall immediately discontinue use of the Website and Services;
(b) your access to the Website and Services may be barred;
(c) your Account and related information, files and content associated with or inside your Account (or any part thereof), including your User Data, may be deleted from Ulike’s database at Ulike’s discretion. You acknowledge and agree that Ulike will not have any liability whatsoever to you for deletion of your Account or your User Data; and
(d) where applicable, you shall promptly pay all amounts due to Ulike as of the effective date of termination.
10.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect, including without limitation to Clause 1 (Definitions), 4 (User Obligations and Restrictions), 8 (Disclaimers, Limitation of Liability and Indemnity), 9 (Intellectual Property), 10 (Term and Termination), 11 (Governing Law and Dispute Resolution) and 12 (General Provisions).
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement shall be governed by and construed under the Laws of the Republic of Malaysia.
11.2 Any dispute arising out of or in connection with or in relation to this Agreement, including any question regarding the existence, validity or termination of this Agreement shall be referred to and finally resolved by the Asian International Arbitration Centre(“AIAC”) in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Kuala Lumpur. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
12.1 No Third-Party Beneficiaries. No third party who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Agreement) shall have any rights to enforce or rely upon any of the provisions of this Agreement under the laws of the Republic of Malaysia.
12.2 Partnership. Neither you nor we shall, by virtue of this Agreement, be deemed to be a partner or agent of each other, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it is agreed that each party will be responsible only for its obligations under this Agreement, and neither party shall be authorised to represent or bind the other to any other person.
12.3 Notices. Where Ulike requires that you provide an e-mail address, you are responsible for providing Ulike with your most current e-mail address. In the event that the last e-mail address you provided to Ulike is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Ulike’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. All notices or other communications given to you will be deemed received by you on (a) if sent via any print or electronic media that we select, the date of publication or broadcast, (b) if sent by post, or left at your last known address, the day after such posting or on the day it was left at your last known address, or (c) if sent by email, the time at which the email was sent by us. You may only send us notices in writing to our designated address or email address. We shall be considered as having received such notice only upon receipt. Though we endeavour to respond to customer notices as swiftly as we are able, we cannot promise to always answer with consistent speed. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications which we provide to you electronically satisfy any legal requirement that such communications be in writing. You further waive any rights under any legal requirement in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records.
12.4 No Contra Proferentum Rule. You acknowledge and agree that prior to accessing or using the Website and Services, you have had the opportunity to seek, or have sought the advice of independent legal counsel, and have read and understood all of the terms and conditions of this Agreement and its legal effect. This Agreement shall not be construed against Ulike because Ulike drafted its provisions, and any rule of construction that a document shall be construed against the drafting party shall not apply to this Agreement.
12.5 No Waiver. No failure on our part to exercise, and no delay on our part in exercising, any right or remedy under this Agreement, will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy.
12.6 Cumulative rights and remedies. Unless otherwise provided under this Agreement, the provisions of this Agreement and our rights and remedies under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies we may have at law or in equity, and no exercise by us of any one right or remedy under this Agreement, or at law or in equity, shall (save to the extent, if any, expressly provided for in this Agreement or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.
12.7 Assignment.
(a) This Agreement shall be binding upon and inure to our and your benefit, and any of our and your successors and permitted assigns. You may not assign or transfer any of your rights, benefits or obligations under this Agreement without our prior written consent. No assignment shall relieve or discharge you of any of your obligations or liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.
(b) We shall be entitled, in our discretion, to delegate or subcontract the performance of any of our functions in connection with the Website, Services and our performance of our obligations under this Agreement, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we deem appropriate.
12.8 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.
12.9 Language. This Agreement is made in the English language only, and any translation of these terms and conditions in another language shall not be binding upon the parties.
[End of Document]
