Hong Kong Virtuoso Chorus Limited (“HKVC”) Terms of Use (“Terms”)

PLEASE READ THESE TERMS, WHICH SET FORTH THE RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY HKVC CONTENT (E.G. SONGS, COMPOSITIONS) LICENSED TO YOU.

BY SUBMITTING THE REGISTRATION FORM, ACCESSING AND/OR USING THE HKVC CONTENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE HKVC CONTENT.

HKVC (also “we”, “us” or “our”) owns and/or has the rights to license the HKVC Content (each as defined below) in the manner set out in these Terms. “You” and “your” refer to any person submitting the registration form, accessing and/or using the HKVC Content. If you are submitting the registration form, accessing and/or using the HKVC Content on behalf of an organisation, you warrant that you have the right and authority to bind such organisation to these Terms.

1 – Definitions and Interpretation

1.1 – Capitalised terms used in these Terms shall have the following meanings

“HKVC Content” means any data, material, documents or information, in any format whatsoever, including any data files, text, video clips, sound, audio files, musical compositions, songs, directories or files, including any that have been uploaded on the HKVC website, or can be accessed, viewed or are otherwise made available on or through the HKVC website, including any Third Party Content;

“IP Rights” means any copyright, trade marks, service marks, logos, trade names, corporate names, Internet domain names, registered designs, design rights, database rights, patents, inventions, know-how, trade secrets or any similar right exercisable anywhere in the world, and all applications or rights to apply for the same (where such applications can be made), whether presently existing or created in the future, and whether registered or not, and all benefits, privileges, or rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

“個人資料收集聲明“ or “PICS“ means the statement we present to you, for the purpose of complying with the notification requirements under the Personal Data Protection Ordinance (Cap. 486), whenever we collect your personal data from you;

“Privacy Policy” means our privacy policy which sets out how we handle personal data that we may collect from time to time in relation to your registration and/or use of the HKVC Content, and as may be amended by us, from time to time, the most updated version of which can be found at [●]; and

“Third Party Content” means any data, material, documents or information, in any format whatsoever, including any data files, text, video clips, sound, audio files, musical compositions, songs, directories or files that are provided, uploaded, transmitted, submitted or posted by or sourced from any third party.

2 – Entire Agreement and Amendments

2.1 – These Terms contain the entire agreement between us and you in relation to their subject matter. We may amend these Terms from time to time in our sole discretion, without notice or liability to you. Any amended version of these Terms shall be made available on the HKVC Website found at https://hkicf.com/. Please revisit these Terms whenever you use HKVC Content for a new purpose. By continuing to access and use the HKVC Content following any amendments to these Terms, you agree to be bound by the latest version of them.

3 – Licence

3.1 – In return for your access, download and use of the HKVC Content, we grant you a free of charge, revocable, non-exclusive, non-assignable, non-transferable and non-sub-licensable right to use and download, in whole or in part, the HKVC Content in Hong Kong, solely for the purposes permitted by and subject to your compliance with these Terms.

4 – Your Restrictions and Obligations

4.1 – You agree that you shall, at all times:

(a) only use HKVC Content as expressly permitted under these Terms;

(b) comply with and shall continue to comply with all applicable laws and regulations in relation to your use of the HKVC Content;

(d) not permit access to or use of the HKVC Content by any third party;

(e) not sell, lease, license, copy, duplicate, modify, create a derivative work from, frame, republish, download, display, transmit, disseminate or distribute (in any format whatsoever, whether online or offline, for commercial purposes) any portion of the HKVC Content, or instruct or allow anyone else to do so, save that you may share and disclose certain HKVC Content solely to the extent that it is expressly permitted under these Terms;

(f) not attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you, including any claims over the ownership of the HKVC Content; and

(g) not infringe any of our rights or any third party’s rights (including IP Rights), and not alter or remove any copyright, trade mark or other proprietary mark, logo or notice of HKVC or any third party that appears in relation to the HKVC Content.

5 – Intellectual Property Rights

5.1 We retain all rights, title and interests (including all IP Rights) subsisting in the HKVC Content (excluding Third Party Content) and/or any other materials of whatsoever nature or format created by us or on our behalf (collectively “Our IP”).

5.2 You acknowledge and agree that you obtain no rights, title, interest or IP Rights whatsoever which subsist or may subsist in Our IP (whether now or in the future), save for the express revocable licence granted by us under Clause 3.1 above.

5.3 All Third Party Content shall continue to be owned by the relevant third party licensor. You acknowledge and agree that we shall not be obligated (but reserve the right at our sole discretion) to monitor or exercise any control whatsoever over any Third Party Content. We do not endorse any Third Party Content, and make no warranties, representations or undertakings in relation to any Third Party Content.

6 – Personal Data

6.1 As part of the registration process, we may require you to provide us with information relating to your use of the HKVC Content, and your personal data.

6.2 Any personal data or information which you may provide to us is subject to our Privacy Policy, and the applicable PICS (available at [●]), which are is incorporated by reference into these Terms.

7 – Disclaimers

7.1 The HKVC Content is provided “as is” and “as available”, and your use of it is at your sole risk.

7.2 The HKVC Content and any other information provided by us on, in relation to or via the HKVC website are for your general reference only, and are not intended to amount to any advice from us on which you should rely.

7.3 To the fullest extent permitted by applicable law, we expressly disclaim all conditions, representations and warranties of any kind in relation to these Terms and/or HKVC Content, whether express, implied or statutory, including any conditions, representations or warranties as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, completeness and accuracy.

8 – Liability / Remedies

8.1 Nothing in Clauses 7 or 8 shall exclude or restrict any warranty or liability that may not be lawfully excluded or limited under applicable law.

8.2 We and our associated entities, employees, consultants, partners and volunteers shall not be liable to you in contract, tort (including negligence), breach of statutory duty or otherwise for any loss whatsoever (including whether general, special, indirect, direct, nominal, punitive, incidental or consequential), including loss of profit; loss of revenue; loss of time; loss of anticipated savings; loss of opportunity; loss or corruption of data; loss of use; loss of business; wasted expenditure; loss of or damage to physical property; business interruption; loss of or damage to goodwill; or cost of procuring substitute services, which may arise in relation to these Terms, or HKVC Content, even if we have been advised of the possibility of such loss.

8.3 Without prejudice to Clause 8.2 above, and solely to the extent that Clause 8.3 is found by an arbitration tribunal or court of competent jurisdiction to be unenforceable or invalid, you agree that:

(a) the maximum aggregate liability of us or our associated entities, employees, consultants, partners or volunteers (as applicable) for all claims arising out of or in connection with these Terms or HKVC Content, whether arising under contract, tort, or otherwise, shall be limited to HKD 100; and

(b) we, our associated entities, employees, consultants, partners or volunteers (as applicable) shall only be liable for any reasonable, actual, direct and documented losses suffered by you, for which you can provide documentary evidence to prove such losses and which we shall be entitled in our reasonable opinion to verify.

8.4 You acknowledge that (i) money damages would be an insufficient remedy for your breach of these Terms, (ii) any such breach would cause the HKVC irreparable harm, and (iii) in addition to any other remedies available at law or in equity, HKVC will be entitled to equitable relief by way of injunction, specific performance, or otherwise, without posting any bond or other undertaking, for any actual or threatened breach of these Terms. You will contest the appropriateness of any injunction or specific performance as a remedy for a breach of these Terms.

9 – Indemnity

9.1 We provide the HKVC Content solely as an optional, value-added offering to you, and we will not accept any risks arising from your use of the HKVC Content. You shall indemnify and hold us, our associated entities and each employee, consultant, partner, officer, director and volunteer of us or our associated entities (“Indemnified Parties“) harmless against, any and all losses suffered by the Indemnified Parties that arise out of or in relation to:

(a) providing access to the HKVC Content to you;

(b) your use of the HKVC Content, including any misuse;

(c) any violation, contravention, breach or infringement of Our IP and/or any other IP Rights owned by us, our associated entities or a third party (including Third Party Content), caused by you;

(d) any breach by you of any laws or regulations; or

(e) any dispute, claim, action or proceeding between you and any other third parties.

10 – Changes to the HKVC Content

10.1 You acknowledge and agree that nothing in these Terms constitute an undertaking by us to continue to provide or make available the HKVC Content (in whole or in part, including any functions), in the present form , or under the current specifications, or at all.

10.2 We have the right in our sole discretion (from time to time and without notice or liability to you) to suspend access to, delete, modify or add to (in whole or in part) the HKVC Content, or any functions or aspect of them.

11 – Termination or Suspension

11.1 We have the right in our sole discretion (and without notice or liability to you) to terminate, suspend or impose any limitations in relation to any access to or use of the HKVC Content by you.

11.2 Any termination or suspension pursuant to Clauses 10.1 shall be without prejudice to any other rights or remedies available to us.

11.3 Regardless of any exercise of our rights under Clause 11.1, you agree that the following provisions shall survive and continue in full force and effect, and any other provision that by its very nature are intended to survive and continue: Clauses 4.1, 4.1(b), 4.14.1(f), 5, 6, 7, 8, 9, 11.2, 11.3, 12, 13, 14, 15, 16, 17 and 18.

12 – 語言

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

13 – Severability

13.1 If any of the provisions in these Terms are held invalid, illegal or unenforceable by any court or tribunal of competent jurisdiction, it will be severed and the remaining Terms will continue in full force and effect as if these Terms had been made without the invalid, illegal or unenforceable clause. Each clause and sub-clause in these Terms shall be treated as a separate and independent provision, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses.

13.2 If any provision of the Terms ceases to be legal, valid, binding and enforceable but would be legal, valid, binding or enforceable if some part of the provision were deleted, the provision in question will apply with such modification(s) as may be necessary to make it legal, valid, binding and enforceable.

14 – Waiver

A failure or delay by us or you to exercise any right or act upon a breach under these Terms will not be a waiver of that right or breach. Any waiver of any rights or any breach of these Terms must be in writing, and such waiver is limited to the particular right or breach stated therein.

15 – Assignment, Transfers and Sub-Contracting

You may not transfer, assign, sub-contract or sub-license any of your rights or obligations under these Terms. We shall have the right to transfer, assign, sub-contract and/or sub-license any of our rights or obligations under these Terms (in whole or in part) to any third party, without requiring your consent.

16 – Rights of Third Parties

Each of our associated entities, employees, consultants or partners shall be entitled to enforce against you any of these Terms which refer to or purport to grant a right to them (including Clause 9), even if they are not a party to these Terms. Save for the foregoing, the Contract (Rights of Third Parties) Ordinance (Cap. 623) shall not apply, and a person who is not a party to these Terms is not granted any rights under these Terms and may not enforce any of provisions of these Terms. Further, the consent of any third party is not required for any variation (including any release or compromise of any liability), rescission or termination of these Terms.

17 – Force Majeure

We shall not be deemed to be in breach of these Terms for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural calamity, pandemic or public health-related lockdowns, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other, failure to perform by any supplier or other third party, or any other cause beyond our reasonable control.

18 – Definitions and Interpretation

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“香港“), without regard to the principles of conflicts of law. You submit to the non-exclusive jurisdiction of the courts of Hong Kong in relation to all disputes and any claim relating to the access and use of the HKVC Content. Any claim you may have against us in connection with these Terms or your access and use of the HKVC Content must be commenced within ONE (1) year from the claim arising.