HYPERLIVE’S
Terms of Use

General

1.1

Please read these terms of use (“Terms”) carefully as they are applicable to you. By using the Services (as defined below), you agree that you have read and understood the Terms. You acknowledge that the Terms and Policies (as defined below) constitute a legally binding agreement (“Agreement”) between you and HyperLive Entertainment Pte Ltd (“HyperLive”, “we” or “us”). If you do not accept the Terms, please discontinue the use of our Services.

1.2

We may amend the terms in the Agreement from time to time. We will notify you when we do so by posting an announcement on the Website (as defined below). Please note that you shall be responsible to regularly review the Agreement. Your continued use of our Services after any such amendments shall be deemed to constitute your acceptance of and agreement to be bound by the amended Agreement.

Definitions

2.1

In these Terms, the following words shall have the meanings ascribed below:

(a)

“Policies” means the Privacy Policy and all other policies, notices, code of conduct, guidelines and product/service descriptions published by HyperLive on the Website (as amended from time to time);

(b)

“Personal Data” shall bear the meaning found in our Privacy Policy;

(c)

“Privacy Policy” means the privacy policy of HyperLive governing the collection, use and disclose of your Personal Data (as amended from time to time);

(d)

“Services” means the services provided by HyperLive through the Website;

(e)

“User” means any individual who uses the Website; and,

(f)

“Website” means https://www.hyperlive.tv.

User Account

3.1

You will need to register an account through the Website and login to the account in order to access and use the Services.

3.2

You will be solely responsible for keeping your account password or any identification we provide you which allows access to the Services to be secure and confidential. You agree to notify us immediately of any unauthorised use of your account or any other breach of security in connection with your account.

3.3

You agree that we may deactivate and/or delete your account at any time if we deem, in our sole discretion, that you have breached the Terms or if your account activities may in our view cause harm to and/or impair the Services or infringe or violate any third-party rights or any applicable laws.

3.4

You agree that we may, in our sole discretion, consider your account to be dormant, if there has been no activity in your account for a period of six (6) months from the last date of activity, and to deactivate and/or terminate your account.

3.5

You agree that we may at any time without notice, suspend or terminate operation of or access to the Website (or any portion thereof) for any reason whatsoever, and/or interrupt the operation of the Website (or any portion thereof) as necessary to perform routine or non-routine maintenance, error correction, or other effect changes. You acknowledge that this may affect your access to your account and/or the availability of any products or services and you agree that we shall not be required to compensate you for any loss or damage suffered by you as a result of such suspension or termination.

3.6

Please note that different models or versions of routers, browsers and/or devices may have firmware or settings that may be incompatible with the Website. While we may develop the Website to support commonly used devices, we do not warrant in any manner whatsoever the compatibility of the Website with specific devices or other hardware.

Representations, Warranties and Undertakings

4.1

By using our Services, you represent, warrant and undertake as follows:

(a)

You are at least 18 years old and have the legal capacity to enter into the Agreement;

(b)

You agree that you will provide accurate, current and complete information for the account registration and update your information in a timely manner to keep it accurate, current and complete at all times. You further agree that that if your information is found to be untrue, inaccurate, not current or incomplete in any respect, we have the right to terminate the Agreement and your use of the Services at any time without notice;

(c)

You agree to assume full responsibility and liability for all loss or damage suffered by you, HyperLive or any other party as a result of your breach of the Agreement;

(d)

You will not create, upload, transmit or distribute on the Website and/or our platform any content that is threatening, inflammatory, abusive, inaccurate, defamatory, obscene or otherwise objectionable or illegal under the laws of the Republic of Singapore and/or the laws of the country where you access our Website and/or our platform;

(e)

You will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to undermine HyperLive’s operations and/or to disrupt the functionalities of the Website;

(f)

You will not obtain or attempt to obtain unauthorised access to such parts of the Website and/or our platform, or to any other protected information, through any means not intentionally made available by us for your specific use.

(g)

You will not attempt to interrupt, harm or damage the Website in any manner whatsoever and will not impair or circumvent the proper operation of the network which the Services operate on;

(h)

You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services (or any part thereof);

(i)

You will not impersonate any person or entity, falsely claim an affiliation with any person or entity, or access other accounts without permission, or perform any other similar deceitful activities; and

(j)

You will not use the Services for any unlawful purposes or in violation of any applicable laws.

E-COMMERCE MATTERS

5.1

In relation to all goods and services that you may purchase on the Website and/or our platform during events that HyperLive may host from time to time (“Events”), you acknowledge that:

(a)

Parties other than HyperLive (the “Third Party Vendors”) may list and sell products and services on the Website and/or our platform (“TP Products”);

(b)

Whether a particular Product is listed for sale on the Website and/or Platform by HyperLive or a Third Party Vendor will be stated on the listing for the Product found on the Website and/or our platform;

(c)

Any agreement entered into for the sale of TP Products to you shall be an agreement entered into directly (and only) between you and the Third Party Vendor (“TP Agreement”);

(d)

HyperLive does not, at any time or any point whatsoever, have physical possession or custody of the Products. Accordingly, the Third Party Vendors are fully responsible for the delivery of the Products to you, in accordance with the timelines and specifications mutually agreed between you and the relevant Third Party Vendor.

(e)

HyperLive is not a party to any TP Agreement. As such, you agree that any complaints/matters arising out of and/or in relation to the TP Products (including delivery of the same) shall be directed to the relevant Third Party Vendor from whom the TP Products were purchased;

(f)

HyperLive is authorised to release to the Third Party Vendor any payments and/or funds collected from you in relation to your purchase of the TP Products on the Website and/or our platform at any time after the said purchase by you;

(g)

Without prejudice to clause 5.1(e), HyperLive shall not be responsible any returns, refunds, replacements and/or repairs of the TP Products (“Returns”), and all such Returns shall be directed to the relevant Third Party Vendor from whom the TP Products were purchased;

(h)

While HyperLive endeavours to provide you with an accurate description of the TP Products, HyperLive does not warrant that such description is accurate, current or free from error;

(i)

All prices paid are subject to taxes, unless otherwise stated.

5.2

In the event that you are unable to resolve any disputes with any Third Party Vendor from whom TP Products were purchased by you, HyperLive reserves its right to implement an appropriate resolution at its sole discretion. You agree that any directions from HyperLive to resolve the aforesaid dispute shall be final and binding upon you and the Third Party Vendor.

5.3

You agree to hold HyperLive, its affiliates, their respective assigns and their attorneys, accountants, employees, officers and directors harmless from and against all losses, costs, liabilities, claims, damages and expenses of every kind and character as incurred, including but not limited to legal fees, resulting from or relating to:

(a)

the inaccuracy, nonfulfillment or breach of any representation, warranty, covenant, or agreement made by a Third Party Vendor to you; or

(b)

any actions or omissions of a Third Party Vendor, its employee or agent in breach of its duties and obligations under a TP Agreement or in relation to a TP Product generally.

5.4

You may place an order to purchase any TP Products to the relevant Third Party Vendor selling the same by [communicating directly with the] Third Party Vendor through the Website and/or our platform. Specifically, you may place an order by clicking on the “BUY” button for the relevant TP Product on the Third Party Vendor’s channel and/or ‘e-shop’ on the Website and/or our platform. You are responsible for ensuring the accuracy of any orders so placed.

5.5

All orders placed by you will be deemed to be irrevocable and unconditional upon transmission through the Website and/or our platform. You may submit your request to cancel and/or vary the orders placed to the Third Party Vendor who will strive to give effect to your request on a commercially reasonable basis. Nonetheless, the Third Party Vendor is not legally obliged to give effect to such request(s).

5.6

Notwithstanding any orders placed by you, the Third Party Vendor reserves the right to decline to process or accept any orders received from or through the Website and/or our platform in his absolute discretion. Further, the Third Party Vendor reserves the right to terminate any TP Agreement in the event that a TP Product has been mispriced on the Website and/or our platform. In such an event, the Third Party shall notify you of such cancellation and/or termination in writing. For the avoidance of doubt, a Third Party Vendor shall have such right to terminate such TP Agreement whether or not TP Products have been dispatched or are in transit and whether payment has been charged to you.

5.7

Risk of loss or damage or loss of the TP Products purchased by you shall remain with the Third Party Vendor until such time the TP Products are delivered to you. Notwithstanding delivery and passing of risk in the TP Products to you at the time of delivery, title to the TP Products shall not pass to you until HyperLive receives payment in cash or cleared funds for the full price of the TP Products purchased by you. Until such time, you shall hold the TP Products as Third Party Vendor’s agent and bailee and undertake keep the same separate from other like goods or property belonging to you.

6.1

Please read our Privacy Policy to find out how we collect and process your Personal Data (defined therein) and the purpose of such collection and use

Intellectual Property

7.1

We and our licensors (where applicable) own all right, title and interest, including all related intellectual property rights in relation to the Website. Nothing in the Agreement shall be construed as conveying to you any rights to or interests in the Website, or any other intellectual property rights owned by us and/or our licensors

7.2

By using and/or uploading any content on the Website, you grant us and our sub-licensees the royalty free, permanent, irrevocable, non-exclusive and fully sub-licensable rights and license (without any territorial or time limitations and without requiring any approvals and/or compensations) to use, copy, modify, adapt, publish, translate, edit, dispose, create derivate works of, distribute, perform and publicly display such content (in whole or in part) and/or incorporate such content into existing or future forms of work, media or technology

Indemnity

8.1

By using the Services, you agree that you shall indemnify and hold HyperLive, its licensors and each such party’s affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees on a full indemnity basis) arising out of or in connection with your use (or misuse) of the Services, or breach of any of the Terms, or violation of any thirty-party rights or any applicable law or regulation (whether or not referenced herein)

Limitation of Liability

9.1

To the maximum extent permitted by the applicable law:

(a)

We do not assume any responsibility or liability for (i) any content generated by users of the Services or for any loss or damage resulting therefrom or, (ii) any mistakes, slander, omissions, falsehoods, defamation, libel, obscenity, pornography or profanity you may encounter when using the Services. You agree that your use of the Services is at your risk; and,

(b)

Our total liability for any claim arising from or in connection with the use of the Website, our platform and/or Services shall be limited to the amount you paid to HyperLive for use and/or access the Services in the past one (1) month (where applicable)

Disclaimers

10.1

We make no representations, warranties or guarantees of any kind whatsoever:

(a)

As to the suitability, accuracy or completeness, reliability, timeliness, quality, availability of the Website; and,

(b)

That the use of the Website will be secure, uninterrupted, free of errors or other harmful components or that it will meet your requirements or expectations or that any stored data will be accurate or reliable or the quality of any products, services, information or other materials purchased or obtained by you through the Website will meet your requirements or expectations

10.2

The Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you or the third-party provider being faulty, not connected, out of range, switched off or not functioning. We shall in no way be responsible for any such delays, delivery failures, damages or losses resulting from or in connection with such issues

Miscellaneous

11.1

This Agreement comprises the entire agreement between you and HyperLive with respect to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions.

11.2

Unless otherwise stated herein, any rights conferred to you under the Terms and/or the Agreement (as amended from time to time) shall not be assigned by you without our prior written consent. However, such rights may be assigned by us without your consent. Nothing contained in the Terms shall be construed as creating any agency, partnership, or other form of joint venture with us.

11.3

Any omission or delay on the part of HyperLive in exercising any right, power or privilege under this Agreement shall not operate as a waiver of such rights.

11.4

Save as provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any terms of this Agreement.

11.5

Each provision of this Agreement is severable and distinct from the others and every provision of it shall be and remain valid and enforceable to the fullest extent permitted by law. If any provision is or at any time becomes to any extent invalid, illegal or unenforceable for any reason, it shall to that extent be deemed not to form part of this Agreement but the validity, legality and enforceability of the remaining parts of this Agreement shall not be thereby affected or impaired.

Dispute Resolution

12.1

The Agreement and the Terms shall be governed by Singapore law.

12.2

Any disputes, actions, claims or causes of action arising out of or in connection with the Terms, Policies or the Services shall be referred to the Singapore International Arbitration Centre (“SIAC”) and settled by arbitration in accordance with the Rules for Arbitration of the SIAC (“SIAC 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 Singapore. The Tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the SIAC, and any award by the arbitration tribunal shall be final and binding upon the parties.

HYPERLIVE’S Terms of Use

HYPERLIVE’S
Terms of Use