Talk Talk Terms of Use Agreement

Effective June 1, 2014

1.                  Company Services

This website (“Website”) is operated by Garena Online Private Limited (the “Company”).  The services the Company provides on the Website include, without limitation, services related to online video and audio and chat room (collectively, the "Company Services").

The Company provides the Website and the Company Services for your personal enjoyment and entertainment. By using the Company Services or visiting the Website (even if you are not a registered member), you agree to be bound by the terms of this Agreement, including any future modifications (this "Agreement"), and to abide by all applicable laws, rules and regulations.

BY USING THE COMPANY SERVICES OR OPENING A PERSONAL ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE COMPANY SERVICES OR ACCESS THE WEBSITE.  IF YOU ARE YOUNGER THAN 18 YEARS OLD OR THE RELEVANT "AGE OF MAJORITY" WHERE YOU LIVE, YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE "AGE OF MAJORITY" WHERE YOU LIVE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES, WHETHER THE MINOR'S ACCOUNT IS NOW OPEN OR CREATED LATER.

2.                  Registration and Security

To the extent that any use of the Website or Company Services offered therein requires the creation of a personal account, you agree that you will provide accurate information when creating your personal account.  You will be held responsible for any use of the Website or its content with the personal account you create.  If you suspect that someone else has gained access to and/or used your account, you agree to let the Company know immediately so that the Company can suspend the use of the account.  The Company may refuse to allow you to open an account or terminate your account and/or access to the Company Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. 

3.                  Termination

This Agreement remains in full force and effect while you use the Company Services but may be modified at any time by the Company.  Any such modification will become effective when posted on the Website, regardless of whether we give you notice of the modification. Your continued use of the Website or the Company Services after any modification of this Agreement constitutes your acceptance of and agreement to be bound by this Agreement as modified. If you do not agree to be bound by this Agreement as modified from time to time and to abide by all applicable law, you may not use or continue to use the Company Services. This Agreement also remains in full force and effect with respect to your past use of the Company Services, even if you or the Company has terminated your account. 

4.                  Restrictions on Use of Company Services

You agree not to do the following in connection with the Company Services:

·         Post, upload or link to content that is unlawful; threatening; abusive; vulgar; sexually explicit; false or misleading; defamatory; or otherwise offensive to others;

·         Post, upload or link to content that you do not own or for which you do not have permission to post, upload, or display;

·         Collect usernames, passwords, email addresses or other data of other users from the Company Services;

·         Solicit, collect or request any personal information from other users for commercial or unlawful purposes;

·         Conduct any form of commercial activity;

·         Violate the legal rights of others including intellectual property or publicity rights;

·         Use viruses, spyware, malware, bots, worms, or any other files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;

·         Attempt to reverse engineer any of the Company’s software, or otherwise interfere with the Company Services or Website;

·         Engage in illegal conduct; and

·         Assist or encourage others to do any of the above.

If the Company believes you have violated this Agreement, you acknowledge that the Company may take all steps it believes appropriate, including but not limited to investigating your conduct, terminating your user account and/or reporting your conduct or activity to law enforcement authorities.

5.                  Rights to User Content

You acknowledge that when you download, install or use the Company Services, the Company may:

(a)        use automatic means (including, for example, cookies and web beacons) to collect information about you, your computer or other electronic device and about your use of the Company Services. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Company Services or certain of its features or functionality, and the Company Services may provide you with opportunities to share information about yourself with others; and/or

(b)        necessarily need to collect, use, disclose and/or process your personal data or personal information. In this regard, details are provided in our Privacy Policy which can be found at [insert the hyperlink]. Please read the Privacy Policy carefully as it binds you.

You agree that Company may collect, use, disclose and/or process your personal data / personal information in accordance with the said Privacy Policy. You hereby confirm that you have read the said Privacy Policy and that you agree to the terms as set out therein.     

The Company assumes no responsibility for any loss of your user content for any reason, including deletion or removal by the Company. 

You agree that the Company may use your user content, on a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, transferable basis, and you grant to the Company such license, including any moral rights.  You also agree that the Company may use any ideas or information contained within your user content for any purpose without notice or attribution.

You represent and warrant that (i) you own the user content you post on the Website; (ii) you have the right to grant the license set forth in this Section, and (ii) the user content posted by you does not violate the rights of any other person or entity.

The Company may, but is not obligated to, remove any user content that violates this Agreement, as determined by the Company in its sole discretion and without notice to you.

6.                  Removal of Content

The Company respects the intellectual property of others and requires that our users do the same.  The Company also reserves the right to remove or disable access to any content that infringes the copyright of any person under applicable laws. The Company has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of the Company Services who repeatedly infringe the intellectual property rights of others when using this Website or the Company Services.  

7.                  Your Exposure to Others’ User Content

You understand that the Company does not control content submitted or posted by users to the Website.  As a result, you acknowledge that the Company assumes no liability or responsibility for this type of content, your exposure to such content and/or any claims that may arise from your exposure to such content.

By using the Website and/or any products or services contained therein, you agree to immediately report any misuse of the Website by emailing account@garena.com.  You agree to provide only truthful and accurate information in connection with the submission of any report of Website misuse.

The Company does not have an obligation to monitor content transmitted to or posted on the Website by any users, nor is the Company responsible or liable for the conduct of any individual user.

8.                  Third Party Links and Services

From time to time, the Company or users may provide links to other websites owned or operated by third parties. If you access such services, you understand and agree that you are interacting with a third party, not with the Company, and that the Company is not liable or responsible in any way for the conduct of such third party or the content on such third party’s website. 

9.                  Member Disputes

You are responsible for your interactions with other users or third parties.  The Company is under no obligation to be, but may choose to become, involved in any dispute between you and any other user, content producer or provider, or third party.

10.              Disclaimers

THE COMPANY SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND THE COMPANY DOES NOT GUARANTEE OR PROMISE ANYTHING IN CONNECTION WITH YOUR USE OF THE COMPANY SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.  THE COMPANY ALSO DOES NOT WARRANTY THAT THE COMPANY SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, DEFECT-FREE, SECURE OR SAFE FROM VIRUSES, SPYWARE OR SIMILAR MALWARE.  THE COMPANY DOES NOT WARRANT THAT THE INFORMATION ON THE WEBSITE (INCLUDING, BUT NOT LIMITED TO, CONTENT POSTED BY USERS OR OTHER THIRD PARTIES) WILL BE ACCURATE OR COMPLETE.

YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE AND/OR THE COMPANY SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE COMPANY SERVICES, AND ANY INFORMATION SENT OR RECEIVED USING SUCH SERVICES, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. 

YOUR USE OF CONTENT OR INFORMATION PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.

Some jurisdictions do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you.

11.              Limitation on Liability

YOU AGREE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROPERTY OR DATA) RESULTING FROM USE OF THE COMPANY SERVICES OR FROM CONTENT OBTAINED IN CONNECTION WITH THE COMPANY SERVICES. 

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE COMPANY SERVICES. IN JURISDICTIONS THAT DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, THE COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF THE COMPANY’S ACTS OR OMISSIONS OR YOUR USE OF THE WEBSITE OR THE COMPANY SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE WEBSITE OR THE COMPANY SERVICES.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

12.              Jurisdiction

The Company provides the Company Services in the Republic of Singapore. The Company does not represent that the Company’s content or the Company Services are appropriate (or, in some cases, available) for use in other locations. If you use the Website or the Company Services from a jurisdiction other than the Republic of Singapore, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Website or the Company Services.

13.              Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to its conflict of law provisions.  The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any legal proceeding arising out of or relating to this Agreement against or relating to the Company or any Indemnified Party (defined below) will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore and you irrevocably submit to the jurisdiction of such courts. That submission shall not affect the right of the Company to institute proceedings in any other jurisdiction.

YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THIS WEBSITE OR THE COMPANY SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

14.              Indemnity

You agree to indemnify and hold the Company, its affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees (collectively, the "Indemnified Parties" and each, an "Indemnified Party"), harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your use or misuse of the Website or the Company Services (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any content that you transmit through the Company Services.

15.              Other

Section titles in this Agreement are for convenience only and have no legal or contractual effect.

Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any remaining provisions.

You agree that any notices the Company may be required by applicable law to send to you will be effective upon the Company’s sending an e-mail message to the e-mail address you have on file with the Company or publishing such notices on the informational page(s) of the Website.

No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Agreement or your use of the Company Services.

Nothing contained in this Agreement limits the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company Services or information provided to or gathered by us in connection with such use.

Failure of the Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

The provisions of this Agreement are solely for your and our benefit and are not for the benefit of any other person or entity, except for the Indemnified Parties and the Company's affiliates and subsidiaries (and each of the Company's and its affiliates' and subsidiaries' respective successors and assigns).

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.  BY AGREEING TO THESE TERMS, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.