2. YOUR ACCOUNT 2.1 The Mad Head Service is not intended for users under the age of eighteen (14). By signifying your acceptance of these Terms of Service or making any use of the Mad Head Service, you represent and warrant that you are at least eighteen (14) years of age. 2.2 Mad Head can refuse registration of, or cancel, any account in its sole discretion, at any time. 2.3 Your account will be accessed through your facebook user ID. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify facebook and Mad Head of any unauthorized use of your Credentials. 2.4 Using your facebook account, you may access and participate in the Mad Head Service, including viewing, posting and responding to communications on and through the Mad Head Service.
3. CONTECT & INTELLECTUAL PROPERTY 3.1 Your own text, images, audiovisual media and any other form of intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, “Content”) that you post on or through the Mad Head Service belongs to you and you may use it in any other way without restriction. But by using the Mad Head Service, you are granting Mad Head and certain third parties permission to use your Content as described in these Terms of Service. 3.2 By using the Mad Head Service, you are granting Mad Head a nonexclusive, worldwide, royalty-free, transferable right and license to use, reproduce, create derivative works of distribute, publicly perform and publicly display your Content on and through the Mad Head Service and on and through services affiliated with Mad Head, regardless of the form of media used or of whether such services now exist or are developed in the future. If you post Content on or through the Mad Head Service, you represent and warrant that you have the right to post that Content and to grant the above rights to Mad Head. 3.3 Mad Head may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of Mad Head, its users and the public. 3.4 You understand that posting your Content on or through the Mad Head Service is entirely voluntary and will expose your Content to public display in a non-confidential manner. You understand that Mad Head and/or any past, present or future client of Mad Head (each, a “Client”) may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content. Therefore, you represent and agree to all of the following and acknowledge that Mad Head and its Clients are explicitly relying on such representations and agreement with regard to your Content: 3.4.1 The Content represents your own original work and you have all necessary rights to disclose the Content. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed by the Content being viewed and used as described in these Terms of Service. 3.4.2 Your disclosure of the Content does not violate a confidential relationship with any third party, establish a confidential relationship with Mad Head or any of its Clients or obligate Mad Head or any of its Clients to treat your Content (or any related materials) as secret or confidential. 3.4.3 Mad Head and/or any of its Clients may give your Content such consideration as is warranted by their respective judgments. Review of your Content shall not be construed as any recognition of the novelty or originality of the Content. Neither Mad Head nor any of its Clients is obligated to give reasons for making use of or rejecting your Content or to reveal its activities that are related to your Content. 3.4.4 Neither Mad Head nor any of its Clients has any obligation, either express or implied, to make any use of your Content. However, if Mad Head and/or any of its Clients do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content. 3.4.5 Neither Mad Head nor any of its Clients assumes any obligation with respect to any of your Content except as set forth in these Terms of Service, unless and until it enters into a separate written contract with you, and then only as expressed in that separate written contract. In the absence of a separate written contract, your rights with regard to Mad Head or any of its Clients’ user of your Content shall be as described in these Terms of Service and as existing under the patent laws of Hong Kong. 3.4.6 If your Content is the subject of a pending or issued patent, you have disclosed or will disclose that fact in connection with posting your Content on or through the Mad Head Service. To the extent you hold a patent in the Content, no license under any patent is herein granted. Any license to use patented Content shall be in the form of a separate written contract, in which event your, Mad Head’s and/or any of its Clients’ respective obligations shall be only those expressed in such separate written contract. 3.4.7 Neither the discussion or negotiations between you, on the one hand, and Mad Head and/or any of its Clients, on the other hand, relating to the possible purchase or license of your Content, nor the making of any offer for the purchase or license of your Content, shall prejudice Mad Head and/or any of its Clients in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of your Content. Further, Mad Head’s and/or any of its Clients’ consideration, discussions or negotiations with you will not in any way impair Mad Head’s and/or any of its Clients’ right to contest the validity or infringement of your rights in and to the Content. 3.4.8 You hereby irrevocably release and forever discharge Mad Head and its Clients and their affiliates and subsidiaries (together, the “Released Parties”) from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against the Released Parties or their respecting successors and assigns with respect to the Content, including without limitation in respect of how the Released Parties, directly or indirectly, use the Content, with the sole exception that the foregoing release and discharge does not apply to your right to bring a claim of patent infringement arising from use of your Content. 3.5 Content posted by another person or company on or through the Mad Head Service belongs to the poster. Except as expressly permitted in these Terms of Service, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Mad Head Service as Mad Head may make available. 3.6 Mad Head owns the Mad Head Service as a whole, including all computer code, graphics, user interfaces and audiovisual content used to provide the Mad Head Service, and the combination of all the elements on the Mad Head Service. The Mad Head Service as a whole, the computer code of the Mad Head Service, the user interface and graphic elements are all copyrighted works of Mad Head. Various other aspects of the Mad Head Service may be protected by intellectual property laws including laws of copyright, trademark, service mark, patent and trade secret. 3.7 Mad Head owns all right, title and interest in and to the Mad Head Service. Mad Head reserves all rights to the Mad Head Service that are not expressly granted herein. By way of example only, and not limitation, you do not have the right to modify, adapt, translate, or reverse engineer any portion of the Mad Head Service and you do not have the right to index or aggregate any portion of the Mad Head Service (either by hand or by means of a robot, spider, or other device). Nothing in this Agreement will be construed as granting you any property rights in the Mad Head Service or to any invention or any patent, copyright, trademark or other intellectual property right that has been issued, or that may issue, based on the Mad Head Service.
4. CODE OF CONDUCT 4.1 Mad Head has the right, but not the obligation, to remove or block Content from the Mad Head Service that it determines in its sole discretion to be in violation of these Terms of Service, to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party’s intellectual property or that is detrimental to the quality or intended spirit of the Mad Head Service. Mad Head also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content or engages in such behavior. 4.2 Mad Head will use common sense and business sense regarding Content or behavior allowed on or through the Mad Head Service. Examples of unacceptable Content or behavior include: 4.2.1 Abuse, harassment, threats, flaming or intimidation of any person or organization. 4.2.2 Engaging in or contributing to any illegal activity or activity that violates others’ rights. 4.2.3 Use of derogatory, discriminatory or excessively graphic language. 4.2.4 Providing information that is false, misleading or inaccurate. 4.2.5 Hacking or modifying the Mad Head Service or another Web site to falsely imply an association with Mad Head. 4.2.6 Implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization. 4.2.7 Transmitting worms, viruses or harmful software. 4.2.8 Sending unwanted messages to other users (aka “spam”). 4.2.9 Disclosing personal or proprietary information of another person or organization. 4.3 Mad Head cannot and need not control all Content posted by third parties on or through the Mad Head Service, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Mad Head Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable and you agree that under no circumstances will Mad Head be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. If you would like to report objectionable materials, you may use the flagging feature by clicking the “Inappropriate” link attached to every topic post and reply. Urgent issues can be reported to firstname.lastname@example.org.
5. INTERNATIONAL USE 5.1 The Mad Head Service is hosted in Hong Kong. If you use the Mad Head Service from outside of Hong Kong, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and Content to Hong Kong and agree that Mad Head’s collection, use, storage and sharing of your information and Content is exclusively subject to the laws of Hong Kong, not of the jurisdiction in which you are located. 5.2 You will comply with all Hong Kong laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.
6. COPYRIGHT INFRINGMENT 6.1 Copyright Infringement Notices. If you believe that any material available on or through the Mad Head Service violates your copyright, you may send Mad Head a copyright infringement notice. Your notice must be in writing and must include substantially all of the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Mad Head to locate the material. Mad Head requests that complete URLs for each instance of the allegedly infringing material be provided. Information reasonably sufficient to permit Mad Head to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. A statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Your written copyright infringement notice must be sent to Mad Head’s designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. 6.2 Copyright Abuse Policy. Mad Head will terminate, in appropriate circumstances, account holders of Mad Head’s system or network who are repeat copyright infringers. 6.3 Designated Copyright Agent. Copyright Agent Mad Head By email: email@example.com
7. CANCELLATION AND TERMINATION 7.1 Mad Head, in its sole discretion, may terminate your account and remove and discard any Content within the Mad Head Service for any reason, including and without limitation lack of use, or if Mad Head believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, any contracts, verbal or written or assumed, in conjunction with your account and all its parts, at Mad Head’s discretion, will be terminated as well. 7.2 Mad Head, in its sole discretion and at any time, may discontinue providing the Mad Head Service, or any part thereof, with or without notice. Any termination of your access to the Mad Head Service under any provision of these Terms of Service may be effected without prior notice. Mad Head may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the Mad Head Service. Mad Head will not be liable to you or any third party for any termination of your access to the Mad Head Service. 7.3 After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the Mad Head Service may be, but is not required to be, deleted by Mad Head. Mad Head will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason. 7.4 If you are a member of a private community, and that private community is cancelled or terminated, Content posted to that private community will no longer be available to you. Such Content may be, but is not required to be, deleted by Mad Head. Mad Head will have no liability for information or Content that is deleted due to the cancellation or termination of a private community.
8. ADDITIONAL TERMS APPLICABLE ONLY TO CLIENTS 8.1 If you are a Client of the Mad Head Service, the following terms also apply to you. 8.2 Subscriptions to the Mad Head Service may be made available in free or paid versions and/or in different service levels. Not all of the features and functionality of the Mad Head Service may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at Mad Head’s discretion. 8.3 In order to subscribe to the Mad Head Service, you may be required to provide Mad Head with billing and account information (“Billing Information”) for a credit card, payment card or another payment system for which you are authorized to approve charges (each, a “Payment Source”) to allow Mad Head to collect payment from you for your use of the Mad Head Service. You must provide Mad Head with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete. 8.4 Unless other payment arrangements have been made in advance and confirmed by Mad Head, you authorize Mad Head to automatically and immediately bill your Payment Source when charges for your use of the paid version of the Mad Head Service are due, without any further action on your part or other prior notice on the part of Mad Head. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source. 8.5 If you register to use a paid version of the Mad Head Service on a free-trial basis and you do not cancel the trial before the expiration of the trial period, then, upon the expiration of the trial period, your account will be automatically converted to a paid account and, unless other payment arrangements have been made in advance and confirmed by Mad Head, your Payment Source will be billed for that paid Mad Head Service. 8.6 If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Mad Head Service when due, your account may be downgraded, suspended or cancelled, at Mad Head’s discretion. If your account is suspended, Mad Head may, but is not obligated to, maintain your account and/or related content and information, in order to allow you pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled. 8.7 Unless stated to the contrary, all charges for paid versions of the Mad Head Service are non-refundable, even if your use of the paid version of the Mad Head Service is cancelled before the end of your current billing period. 8.8 Unless stated to the contrary, all currency references in paid versions of the Mad Head Service are in U.S. dollars. 8.9 In addition to any other remedies available to Mad Head, you will pay a late fee of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less) for any late payments hereunder. 8.10 You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by Mad Head. All fees stated for use of the Mad Head Service are net of any applicable taxes. 8.11 Mad Head grants to you, commencing on the effective date of your subscription to the Mad Head Service (the “Effective Date”) and continuing thereafter for the term of your subscription (unless terminated earlier pursuant to these Terms of Service), a non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Mad Head Service to which you have subscribed for the purposes of creating, maintaining and administering an online community (the “Client Community”). The Mad Head Service is licensed hereby, not sold. 8.12 “Client Content” means any content owned, controlled or licensed by you. You hereby grant to Mad Head a non-exclusive, transferable, worldwide, royalty-free, limited license to reproduce, create derivative works from, distribute, perform, display and otherwise use the Client Content for the sole purpose of providing the Client Community. 8.13 “User Content” means any content uploaded to the Client Community by any user of the Client Community. To the extent of your rights in and to the User Content, you hereby grant to Mad Head a non-exclusive, transferable, worldwide, royalty-free, perpetual license to reproduce, create derivative works from, distribute, perform, display, and otherwise use the User Content (i) for the sole purpose of providing the Client Community, (ii) for use in and through Mad Head’s APIs to the extent authorized by the user of the Client Community who made the User Content available to Mad Head, (iii) for syndicating the User Content to third parties to the extent authorized by the user of the Client Community who made the User Content available to Mad Head and (iv) to retain the User Content to the extent authorized by the user of the Client Community who made the User Content available to Mad Head. 8.14 As between you and Mad Head, you are solely responsible for the acts and omissions of the users of the Client Community and you are solely responsible for managing the interaction of each user of the Client Community with the Client Community, with other users of the Client Community and with other third parties. 8.15 You will not store or transmit, nor allow any user of the Client Community to store or transmit, any Client Content or User Content on or through the Client Community that violates these Terms of Service, that violates any acceptable use policy applicable to the Client Community or that is, is alleged to be or, in Mad Head’s sole discretion, may be in violation of any law, rule or regulation or of any third party’s rights, or otherwise exposes Mad Head to any liability. 8.16 To comply with applicable laws and lawful governmental requests, to protect Mad Head’s systems and customers, or to ensure the integrity and operation of Mad Head’s business and systems, Mad Head may access, store and/or disclose any information stored or transmitted on or through the Client Community which Mad Head considers necessary or appropriate, including, without limitation, user information, IP address and traffic information, usage history, Client Content and User Content. Mad Head also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties. 8.17 You may not assign your subscription to the Mad Head Service, and such any assignment by you will be null and void; provided, however, that you may assign your subscription to the Mad Head Service to its successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL Mad Head OR ITS LICENSORS BE LIABLE TO YOU ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SERVICES OR Mad Head SITE ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Mad Head OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES OR Mad Head SITE, FROM INABILITY TO USE THE SERVICES OR Mad Head SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES OR Mad Head SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR Mad Head SITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO Mad Head. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
General These Terms of Service will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of the Terms of Service). Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by an authorized representative of Mad Head.