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1. ACCEPTANCE OF TERMS
Welcome to HipGuide. HipGuide provides its service to
you, subject to the following Terms of Service
("TOS"), which may be updated by us from time to time
without notice to you. In addition, when using
particular HipGuide services, you and HipGuide shall
be subject to any posted guidelines or rules
applicable to such services which may be posted from
time to time. All such guidelines or rules are hereby
incorporated by reference into the TOS.
2. DESCRIPTION OF SERVICE
HipGuide currently provides users with access to a
rich collection of on-line resources, including,
various content listings, booking and reservation
services, calendar tools, services, and branded
programming through its properties (the "Service").
Unless explicitly stated otherwise, any new features
that augment or enhance the current Service, including
the release of new HipGuide properties, shall be
subject to the TOS. You understand and agree that the
Service is provided "AS-IS" and that HipGuide assumes
no responsibility for the timeliness, deletion,
mis-delivery or failure to store any user
communications or personalization settings.
In order to use the Service, you must obtain access to
the World Wide Web, either directly or through devices
that access web-based content, and pay any service
fees associated with such access. In addition, you
must provide all equipment necessary to make such
connection to the World Wide Web, including a computer
and modem or other access device.
3. YOUR REGISTRATION OBLIGATIONS
Portions of HipGuide may require registration. If you
opt to register, in consideration of your use of the
Service, you agree to: (a) provide true, accurate,
current and complete information about yourself as
prompted by the Service's registration form (such
information being the "Registration Data") and (b)
maintain and promptly update the Registration Data to
keep it true, accurate, current and complete. If you
provide any information that is untrue, inaccurate,
not current or incomplete, or HipGuide has reasonable
grounds to suspect that such information is untrue,
inaccurate, not current or incomplete, HipGuide has
the right to suspend or terminate your account and
refuse any and all current or future use of the
Service (or any portion thereof). HipGuide is
concerned about the safety and privacy of all its
users, particularly children. For this reason, when
you create an Account, you certify that you are at
least 18 years old.
4. HIPGUIDE PRIVACY POLICY
Registration Data and certain other information about
you is subject to our Privacy Policy.
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
Portions of HipGuide may require registration. If you
opt to register, you will receive a password and
account designation upon completing the Service's
registration process. You are responsible for
maintaining the confidentiality of the password and
account, and are fully responsible for all activities
that occur under your password or account. You agree
to (a) immediately notify HipGuide of any unauthorized
use of your password or account or any other breach of
security, and (b) ensure that you exit from your
account at the end of each session. HipGuide cannot
and will not be liable for any loss or damage arising
from your failure to comply with this Section 5.
6. USER CONDUCT AND CONTENT DISCLAIMER
HipGuide has proprietary content and may also have third party content from alliances,
advertisers and partnerships. You understand that all
information, data, text, software, music, sound,
photographs, graphics, video, messages or other
materials ("Content") are the sole responsibility of
the company from which such Content originated, to include Content from HipGuide. This
means that you, and not HipGuide, are entirely
responsible for all Content that you upload, email or
otherwise transmit via the Service. HipGuide does not guarantee the accuracy, integrity, or quality of such content.
HipGuide does not control the Content posted from third parties via the
Service. You understand
that by using the Service, you may be exposed to
Content that is offensive, indecent or objectionable.
Under no circumstances will HipGuide be liable in any
way for any Content, including, but not limited to,
for any errors or omissions in any Content, or for any
loss or damage of any kind incurred as a result of the
use of any Content posted, emailed or otherwise
transmitted via the Service.
You agree to not use the Service to:
a. upload, email or otherwise transmit any Content
that is unlawful, harmful, threatening, abusive,
harassing, tortious, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or
racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. Impersonate any person or entity, including, but
not limited to, a HipGuide official, forum leader,
guide or host, or falsely state or otherwise
misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers
in order to disguise the origin of any Content
transmitted through the Service;
e. upload, email or otherwise transmit any Content
that you do not have a right to transmit under any law
or under contractual or fiduciary relationships (such
as inside information, proprietary and confidential
information learned or disclosed as part of employment
relationships or under nondisclosure agreements);
f. upload, email or otherwise transmit any Content
that infringes any patent, trademark, trade secret,
copyright or other proprietary rights ("Rights") of
any party;
g. upload, email or otherwise transmit any unsolicited
or unauthorized advertising, promotional materials,
"junk mail," "spam," "chain letters," "pyramid
schemes," or any other form of solicitation, except in
those areas (such as shopping rooms) that are
designated for such purpose;
h. upload, email or otherwise transmit any material
that contains software viruses or any other computer
code, files or programs designed to interrupt, destroy
or limit the functionality of any computer software or
hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen
to "scroll" faster than other users of the Service are
able to type, or otherwise act in a manner that
negatively affects other users' ability to engage in
real time exchanges;
j. Interfere with or disrupt the Service or servers or
networks connected to the Service, or disobey any
requirements, procedures, policies or regulations of
networks connected to the Service;
k. Intentionally or unintentionally violate any
applicable local, state, national or international
law, including, but not limited to, regulations
promulgated by the U.S. Securities and Exchange
Commission, any rules of any national or other
securities exchange, including, without limitation,
the New York Stock Exchange, the American Stock
Exchange or the NASDAQ, and any regulations having the
force of law;
l. "stalk" or otherwise harass another; or
m. collect or store personal data about other users.
You acknowledge that HipGuide does not pre-screen all
Content, but that HipGuide and its designees shall
have the right (but not the obligation) in their sole
discretion to refuse or move any Content that is
available via the Service. Without limiting the
foregoing, HipGuide and its designees shall have the
right to remove any Content that violates the TOS or
is otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use
of any Content, including any reliance on the
accuracy, completeness, or usefulness of such Content.
In this regard, you acknowledge that you may not rely
on any Content created by HipGuide or submitted to
HipGuide, including without limitation information in
all parts of the Service.
You acknowledge and agree that HipGuide may preserve
Content and may also disclose Content 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 the TOS;
(c) respond to claims that any Content violates the
rights of third-parties; or (d) protect the rights,
property, or personal safety of HipGuide, its users
and the public.
You understand that the technical processing and
transmission of the Service, including your Content,
may involve (a) transmissions over various networks;
and (b) changes to conform and adapt to technical
requirements of connecting networks or devices.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you
agree to comply with all local rules regarding online
conduct and acceptable Content. Specifically, you
agree to comply with all applicable laws regarding the
transmission of technical data exported from the
United States or the country in which you reside.
8. INDEMNITY
You agree to indemnify and hold HipGuide, and its
subsidiaries, affiliates, officers, agents,
co-branders or other partners, and employees, harmless
from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or
arising out of Content you use through the Service,
your connection to the Service, your violation of the
TOS, or your violation of any rights of another.
9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell,
resell or exploit for any commercial purposes, any
portion of the Service, use of the Service, or access
to the Service.
10. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that HipGuide may establish general
practices and limits concerning use of the Service,
including without limitation the maximum disk space
that will be allotted on HipGuide's servers on your
behalf, and the maximum number of times (and the
maximum duration for which) you may access the Service
in a given period of time. You agree that HipGuide has
no responsibility or liability for the deletion or
failure to store any information or other Content
maintained by the Service. You acknowledge that
HipGuide reserves the right to log off accounts that
are inactive for an extended period of time. You
further acknowledge that HipGuide reserves the right
to change these general practices and limits at any
time, in its sole discretion, with or without notice.
11. MODIFICATIONS TO SERVICE
HipGuide reserves the right at any time and from time
to time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or
without notice. You agree that HipGuide shall not be
liable to you or to any third party for any
modification, suspension or discontinuance of the
Service.
12. TERMINATION
You agree that HipGuide, in its sole discretion, may
terminate your password, account (or any part thereof)
or use of the Service, and remove and discard any
Content within the Service, for any reason, including,
without limitation, for lack of use or if HipGuide
believes that you have violated or acted
inconsistently with the letter or spirit of the TOS.
HipGuide may also in its sole discretion and at any
time discontinue providing the Service, or any part
thereof, with or without notice. You agree that any
termination of your access to the Service under any
provision of this TOS may be effected without prior
notice, and acknowledge and agree that HipGuide may
immediately deactivate or delete your account and all
related information and files in your account and/or
bar any further access to such files or the Service.
Further, you agree that HipGuide shall not be liable
to you or any third-party for any termination of your
access to the Service.
13. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or
participation in promotions of, advertisers found on
or through the Service, including payment and delivery
of related goods or services, and any other terms,
conditions, warranties or representations associated
with such dealings, are solely between you and such
advertiser. You agree that HipGuide shall not be
responsible or liable for any loss or damage of any
sort incurred as the result of any such dealings or as
the result of the presence of such advertisers on the
Service.
14. LINKS
The Service may provide, or third parties may provide,
links to other World Wide Web sites or resources.
Because HipGuide has no control over such sites and
resources, you acknowledge and agree that HipGuide is
not responsible for the availability of such external
sites or resources, and does not endorse and is not
responsible or liable for any Content, advertising,
products, or other materials on or available from such
sites or resources. You further acknowledge and agree
that HipGuide shall not be responsible or liable,
directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use
of or reliance on any such Content, goods or services
available on or through any such site or resource.
15. HIPGUIDE'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any
necessary software used in connection with the Service
("Software") contain proprietary and confidential
information that is protected by applicable
intellectual property and other laws. You further
acknowledge and agree that Content contained in
sponsor advertisements or information presented to you
through the Service or advertisers is protected by
copyrights, trademarks, service marks, patents or
other proprietary rights and laws. Except as expressly
authorized by HipGuide or advertisers, you agree not
to modify, rent, lease, loan, sell, distribute or
create derivative works based on the Service or the
Software, in whole or in part.
HipGuide grants you a personal, non-transferable and
non-exclusive right and license to use the object code
of its Software on a single computer; provided that
you do not (and do not allow any third party to) copy,
modify, create a derivative work of, reverse engineer,
reverse assemble or otherwise attempt to discover any
source code, sell, assign, sublicense, grant a
security interest in or otherwise transfer any right
in the Software. You agree not to modify the Software
in any manner or form, or to use modified versions of
the Software, including (without limitation) for the
purpose of obtaining unauthorized access to the
Service. You agree not to access the Service by any
means other than through the interface that is
provided by HipGuide for use in accessing the Service.
16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE
SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS. HIPGUIDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
b. HIPGUIDE MAKES NO WARRANTY THAT (i) THE SERVICE
WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY
OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE
SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY
ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN
DISCRETION AND RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY
SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM HIPGUIDE OR THROUGH OR FROM THE
SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THE TOS.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT HIPGUIDE SHALL
NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN
IF HIPGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING
FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF
ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER
MATTER RELATING TO THE SERVICE.
18. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS
17 AND 18 MAY NOT APPLY TO YOU.
19. SPECIAL ADMONITION FOR SERVICES RELATING TO
FINANCIAL MATTERS
If you intend to create or join any service, receive
or request any news, messages, alerts or other
information from the Service concerning companies,
stock quotes, investments or securities, please read
the above Sections 17 and 18 again. They go doubly for
you. In addition, for this type of information
particularly, the phrase "Let the investor beware" is
apt. The Service is provided for informational
purposes only, and no Content included in the Service
is intended for trading or investing purposes.
HipGuide shall not be responsible or liable for the
accuracy, usefulness or availability of any
information transmitted via the Service, and shall not
be responsible or liable for any trading or investment
decisions made based on such information.
20. NOTICE
Notices to you may be made via either email or regular
mail. The Service may also provide notices of changes
to the TOS or other matters by displaying notices or
links to notices to you generally on the Service.
21. TRADEMARK INFORMATION
HipGuide, the HipGuide logo, HipGuide in Chinese
Characters, the HipGuide design, the HipGuide mottos,
the HipGuide slogans, trademarks and service marks,
and other HipGuide logos and product and service names
are trademarks of HipGuide Inc. (the "HipGuide
Marks"). Without HipGuide's prior permission, you
agree not to display or use in any manner, the
HipGuide Marks.
22. COPYRIGHTS and COPYRIGHT AGENTS
HipGuide respects the intellectual property of others,
and we ask our users to do the same. If you believe
that your work has been copied in a way that
constitutes copyright infringement, please provide
HipGuide's Copyright Agent the following information:
1. an electronic or physical signature of the person
authorized to act on behalf of the owner of the
copyright interest;
2. a description of the copyrighted work that you
claim has been infringed;
3. a description of where the material that you claim
is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith
belief that the disputed use is not authorized by the
copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury,
that the above information in your Notice is accurate
and that you are the copyright owner or authorized to
act on the copyright owner's behalf.
HipGuide's Copyright Agent for Notice of claims of
copyright infringement on its site is Brown and Wood
who can be reached as follows:
| By mail: |
David Perl Attorney at Law Sidley Austin Brown & Wood LLP 875 Third Avenue New York, New York 10022 |
| By phone: | (212) 830-5300 |
23. GENERAL INFORMATION
The TOS constitute the entire agreement between you
and HipGuide and govern your use of the Service,
superceding any prior agreements between you and
HipGuide. You also may be subject to additional terms
and conditions that may apply when you use affiliate
services, third-party content or third-party software.
The TOS and the relationship between you and HipGuide
shall be governed by the laws of the State of New York
without regard to its conflict of law provisions. You
and HipGuide agree to submit to the personal and
exclusive jurisdiction of the courts located within
the county of New York, New York. The failure of
HipGuide to exercise or enforce any right or provision
of the TOS shall not constitute a waiver of such right
or provision. If any provision of the TOS is found by
a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should
endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions
of the TOS remain in full force and effect. You agree
that regardless of any statute or law to the contrary,
any claim or cause of action arising out of or related
to use of the Service or the TOS must be filed within
one (1) year after such claim or cause of action arose
or be forever barred.
The section titles in the TOS are for convenience only
and have no legal or contractual effect.
24. VIOLATIONS
Please report any violations of the TOS to our Legal
group.
