Website General Use Terms and Conditions
1.1 The Parties to this Agreement will be you, the user of this Website ("You" / "Your") and Matchi, the owner of this Website.
1.2 These General Terms and Conditions, including the related Member specific terms and conditions, including the Innovator, Sponsor and Buyer Terms and Conditions, together with the supporting Policies, shall govern the relationship between the Parties.
2 USE OF THIS WEBSITE
2.1 Any use or access to this Website shall be governed by the provisions of these Terms and Conditions. You agree by accessing this Website and also by using this Website that You will be bound by these Terms and Conditions. If You do not wish to be bound by these Terms and Conditions, please do not access or use this Website.
2.2 If You are using this Website on behalf of a company or other legal entity, You are nevertheless individually bound by these Terms and Conditions, even if Your company or other entity has a separate agreement with Matchi.
2.3 By accessing and using this Website, as well as by submitting Your details to this Website, You acknowledge that You have read and understood these Terms and Conditions and that You agree to be bound to these Terms and Conditions, as well as the aforesaid related Member Terms and Conditions and Policies, as reflected on this Website.
3.1 The primary purpose of the Website and of Matchi in relation to the Website is to facilitate the submission of Innovations, to publish the Innovations on the Website, and to essentially matchup Innovations and Innovators with Sponsors and Buyers.
3.2 Members of the Website shall include subscribed and authorised Innovators, Buyers and Sponsors.
3.3 Innovators shall submit Innovations to the Website, which once accepted will go through a process of being viewed by Sponsors and thereafter, possibly Buyers.
3.4 All Innovations shall proceed and shall be dealt with on the Website in accordance with a process termed the Innovation Life Cycle.
3.5 Payments to Matchi shall usually be in the form of a Commission or a Submission Fee.
3.6 Matchi may from time to time arrange Competitions, which may result in additional remuneration or payments to an Innovator.
3.7 As mentioned, these General Terms and Conditions shall include the Innovator, Sponsor and Buyer Terms and Conditions, together with the all of the supporting Policies.
4.1 "Buyer" means an authorized buyer member in good standing, who has subscribed on the Website, and who is interested in acquiring ownership of or a license in relation to Innovations.
4.2 "Commission" means the payment required to be made, in terms of the relevant Terms and Conditions and the Innovation Payment Policy, by the Innovator, to Matchi, in the event of any agreement being entered into between the Innovator and a Sponsor or Buyer, relating to the Innovation. The Sponsor or Buyer shall be requested to withhold the Commission and pay it directly to Matchi.
4.3 "Competition" means any competition managed by Matchi, from time to time, in accordance with the rules thereof and the Competition Policy.
4.4 "Confidential Information" and "Confidentiality" means, without limiting its ordinary meaning, and including both present and future rights:
- Oral, written, printed, photographically and electronically recorded information and data of all types, videos, submissions, Innovations, inventions, documents, letters, agreements, undertakings, messages, codes, data, formulae, specifications, blueprints, designs, plans, processes, marketing methods, trade secrets, lists of customers, list of suppliers, projects, projections, cash flow charts, advertising campaigns, promotions and launches, packaging designs and artwork, brochures, sales tools, sale strategies, notes and extracts, and the strategic plans, direction, manner, timing and implementation of any projects, as well as any information, economic as well as financial, regarding the affairs of the disclosing party which is disclosed to the other party as well as all information that is proprietary to either party and/or that is proprietary to a third party and in which a party to this agreement has a right or interest, all identifiable methodologies, secret knowledge, financial and market information, data concerning business relationships, samples, devices, demonstrations, know-how, experience, databases, flow charts, reports, tables, instruction manuals, user guides and other information or other material produced in relation to these Terms and Conditions and all other technical or commercial information relating to the disclosing party, its business, products and its clients and their businesses, whether in human or machine readable form, including proprietary software and the software documentation together with any ideas and principles determined during the course of observing, studying or testing the functions of any software, Intellectual Property rights, including but not limited to, trade marks, patents, domain names, designs, know how and copyright works, whether registered or unregistered, other intellectual property rights and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist in any country in the world.
4.5 "Innovator" means an authorised innovator member in good standing, who has subscribed to the Website, and who has created and developed or has an interest in a concept or Innovation, which it wishes to or has submitted to the Website, for possible publication on the Website.
4.6 "Innovation" means a developed inventive or innovative concept or product, which may range in maturity up to a fully developed concept or innovation, which is already a mature or viable prototype, pilot project, proof of concept or product.
4.7 "Innovation Lifecycle" means the progression and lifecycle of an Innovation on the Website.
4.8 "Intellectual Property" means and includes patents, inventions, registered designs, copyright, trade marks, know how, trade dress, confidential information and other related intellectual property.
4.9 "Member" means and includes subscribed and authorized members of the Website including Innovators, Buyers and Sponsors as set out in Matchi's Membership Policy from time to time.
4.10 "Matchi" means Matchi Holdings Limited, which is incorporated in Hong Kong of 12 Floor Ruttonjee House, 11 Duddell Sreet, Central Hong Kong, (Registration No.:1920601).
4.11 "Parties" means You and Matchi, and "Party" means either You or Matchi.
4.13 "Sponsor" means an authorised sponsor member in good standing, who has subscribed on the Website, entered into an agreement with Matchi and has been granted exclusive sponsor status for an identified territory by Matchi.
4.14 "Submission Fee" means the payment made by the Innovator to Matchi, on submission of the Innovation to the Website, in accordance with the Innovation Payment Policy.
4.15 "Website" means the Matchi website which attracts and receives Innovations from Innovators, manages the Innovation Life Cycle and generally deals with the Matchi Website and system of facilitating, introducing and matching Innovations and Innovators with Sponsors and Buyers.
5 INTELLECTUAL PROPERTY
5.1 Matchi shall at all times retain full ownership and all rights in respect of all Intellectual Propery it owns and which relates to the Website and the Matchi business and system.
5.2 Access to or use of this Website and all information and data contained herein does not in any way grant any right to You, to in any way, acquire any of the Intellectual Property on the Website. Further, no license or right of use of the Intellectual Property and information on the Website is granted, other than the right to view the Intellectual Property, information and data on the Website and to use the Website in accordance with the General Terms and Conditions, the related Member Terms and Conditions, as well as the Policies. In the event that any Intellectual Property, information, data, details and submissions are obtained from the Website, this may only be used for personal and private purposes and may not in any way be used for commercial or other purposes.
5.3 Rights granted in terms of these General Terms and Conditions, as well as the related Member Terms and Conditions, are simply to view and consider an Innovation in detail, for a period of time, as set out. No license to use or assignment of any Intellectual Property or Innovation is granted or transferred, unless an agreement in relation to any such Intellectual Property is specifically entered into.
5.4 You shall at all times retain full ownership and all rights in relation to Your Intellectual Property which You may enjoy, in respect of all information, details, data and Innovations submitted to the Website.
5.5 You grant to Matchi the rights to use Your name, trade marks, logo, biographical information, pictures, images and likeness in any part of the Website (including public and secure areas) and in marketing and promotional correspondence and materials.
6.1 Both parties undertake and bind themselves to keep all of the Confidential Information disclosed by the other, strictly secret and confidential and shall not make use thereof or at anytime disclose or reveal the Confidential Information to any person other than to those employees, directors and professional advisors who necessarily should receive same for performing in terms of these Terms and Conditions entered into between the Parties. You shall, as required, wherever necessary conclude the necessary confidentiality undertakings and agreements with such employees, directors and professional advisors as required in these Terms and Conditions.
6.2 You undertake to provide proper and secure storage for all Confidential Information furnished to You and to ensure that it is not available to unauthorized persons and third parties.
6.3 As a minimum protection of the Confidential Information, each Party shall use the same means it uses to protect its own Confidential Information, but in no event less than reasonable means, to prevent the disclosure and to protect the confidentiality of such information.
6.4 In the event of the receiving party being compelled in law to disclose any of the Confidential Information to any third party, it shall immediately notify the disclosing party thereof, in order to enable the disclosing party to seek an appropriate protective order to waive compliance with such provisions of this clause, as it would prevent compliance in law or give its consent thereto and such waiver, compliance or consent shall not constitute a breach of this clause.
6.5 Confidential Information does not include information which:
6.5.1 hereafter becomes, through no act or omission on the part of the receiving party, generally known to or available for use by the public without restriction;
6.5.2 was lawfully acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;
6.5.3 is rightfully furnished to the receiving party by a third party without restriction as to use or disclosure;
6.5.4 is information which the receiving party can document was independently developed by it without breach of any obligation of confidentiality; or
6.5.5 is required to be disclosed pursuant to law with the prior consent of the disclosing party.
7 LICENSE AND WARRANTY FOR YOUR SUBMISSIONS
7.1 By acceptance of these General Terms and Conditions, You confirm that You own all right, title and interest in any Innovation and in any details, submissions, information and data submitted to the Website. If You are not the owner of any such Innovation, information, submissions, details or data, or any part thereof, submitted to the Website, You hereby confirm that You are an authorised Licensee and shall immediately notify Matchi of the full details of any such license, failing which the relevant Innovation, information, details, submissions and data, must immediately be removed from this Website.
7.2 Solely for the purposes, as required by this Website, You hereby grant to Matchi a non exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable royalty free right to use any such Innovation, data, details, submissions and information, in accordance with these General Terms and Conditions, without any further consent, notice and/or compensation to You or any third parties.
7.3 Any Innovation, submissions, details, information and data submitted to the Website is at Your own risk.
7.4 On submission of the Innovation, submissions, information, details and data to this Website, You represent and warrant that You are entitled to submit such Innovation, and information and that all the information and submissions are accurate and do not infringe the Intellectual Property of any other person.
7.5 Matchi reserves the right to make any changes to the Website, its content and/or services offered through the Website at any time and without prior notice.
7.6 Content published on the Website reflects the views of the author and does not necessarily constitute the official opinion of Matchi unless otherwise stated.
7.7 The Website may contain links to other websites. Matchi has no control over such websites, does not review their content and will not be liable for their content or accuracy. You access such websites at Your own risk and discretion.
7.8 Any commentary, advice, information, suggestions, opinions, answers or any other information posted on the Website is not intended to nor shall it be interpreted to amount to advice on which reliance should be placed and are posted merely for guidance purposes only. You make use of any such information at Your own risk and in Your own discretion and disclaim and indemnify Matchi from and against any and all liability and responsibility arising from any reliance placed on such information whether posted on the Website or by any other person visiting the Website.
8.1 You represent and warrant that:
8.1.1 You are of an age entitling you to validly enter into contracts;
8.1.2 You are not in any way prevented from entering into a contract in relation to these General Terms and Conditions;
8.1.3 You will comply with all such provisions of the Policies as may relate to Your use of the Website, including, without limitation, the Membership Policy;
8.1.4 You are not a competitor of Matchi and do not in any way intend to compete with Matchi;
8.1.5 You will only submit data that is true, correct and accurate and will at all times use your real name;
8.1.6 By accessing or using this Website You are not breaching the terms of any Agreement;
8.1.7 You will not infringe the Intellectual Property rights or any other rights of Matchi, a Member, or of any third party;
8.1.8 You will not sell, trade or transfer your Matchi membership or any aspect or part thereof to a third party; and
8.1.9 You will not charge anyone for access to any aspect or part of this Website or any information, submission, details or data found thereon, from time to time.
8.2 You agree to keep your own password secure and confidential, not permit any other persons to use your membership and shall not use anyone else's membership. You shall be responsible for all access to the Website with Your username and password. When Your username and password have been used in order to gain access to the Website, Matchi shall be entitled to assume that such use and all related communications emanate from You. Matchi shall not be liable for any loss or damage arising from unauthorised use of Your identification information. In the event that the You become aware of a breach of the confidentiality of Your username and password, Your must immediately communicate this to Matchi with subsequent confirmation in writing. The compromised username and password will be deactivated as soon as reasonably possible and a new username and password will be issued to You. Matchi may, in its sole and absolute discretion and for any reason whatsoever, require You to change Your username and password at any time.
8.3 Matchi may offer various forums where members shall be entitled to communicate with each other and share information. In that event any such member to member communication and sharing shall be in accordance with the Membership Policy. In the event that any such communications or information is contrary to these General Website Use Terms and Conditions, then Matchi shall be entitled to delete and remove any such information or communications from the Website. Matchi is not responsible for the unauthorised use of any such content or information.
9 ACCEPTABLE USE
9.1 You undertake the following:
9.1.1 To comply with all applicable laws, including, without limitation, any privacy, Intellectual Property, export and regulatory requirements;
9.1.2 Provide accurate information to us and update this as and when necessary;
9.1.4 To use the Website in a professional manner.
9.2 You undertake not to:
9.2.1 Act dishonestly or unprofessionally including by posting inappropriate, inaccurate or objectionable content on to the Website;
9.2.2 Publish inaccurate or incorrect information in the designated fields;
9.2.3 Not protect sensitive, personal and Confidential Information;
9.2.4 Harass, abuse or harm any other person including sending unwelcome communications to members of Matchi;
9.2.5 Use a false name, identity or image;
9.2.6 Plagiarise or in any way copy or make unauthorised use of the Intellectual Property, Confidential Information or proprietary information of another;
9.2.7 Upload any software viruses, worms or other prejudicial code, files or programs with the intention to change, interrupt, limit, damage or destroy the Matchi Website in any way;
9.2.8 Attempt to gain unauthorised access to the Website, including through the theft of any third party's username and password;
9.2.9 Attempt to gain unauthorised access to the Website's server, databases, computers or any other device associated with the Website and will not attack the Website through a denial-of-service attack or a distributed denial-of-service attack
9.2.10 Reproduce, make unauthorised copies, make unauthorised use, or make any use whatsoever of Matchi's or the Intellectual Property or materials of any Member;
9.2.11 Reverse engineer, decompile, dissemble, decipher or otherwise attempt to derive the source code or any other underlying Intellectual Property of the Website or any part thereof;
9.2.12 Utilise or copy information, content or any data You may see or obtain from the Website to provide any service that is competitive to Matchi;
9.2.13 Adapt, modify or create derivative or similar works based on the Matchi Website or underlying technology or software, or other Members' content, submissions or Innovations, in whole or part, except as specifically authorised;
9.2.14 Insert deep links to the Website for any purpose whatsoever, unless expressly authorised in writing by Matchi;
9.2.15 Remove any Intellectual Property including Trade Mark or Copyright notices;
9.2.16 Engage in any action which may in any way interfere with the proper working of the Website or the undue loading thereof;
9.2.17 Make any unauthorised use of any Intellectual Property whatsoever relating to the Website or owned by Matchi;
9.2.18 Use the Website in any manner that will break any law or cause any annoyance, unnecessary anxiety or inconvenience to any person.
10.1 Payment to the Innovator and to Matchi shall be made in accordance with the specific Member Terms and Conditions, namely the Innovator Terms and Conditions, the Buyer Terms and Conditions, and the Sponsor Terms and Conditions, as well as the Innovation Payment Policy.
10.2 You agree to honour any payment obligations relating to Your use of and access to this Website and in relation to Your membership of Matchi. Any failure to make any payments when due, may result in the termination of Your membership.
10.3 Matchi does not accept all methods of payment. The methods of payment accepted by Matchi from time to time, will be reflected in the Innovation Payment Policy.
11.1 You may terminate this Agreement, for any or no reason, at any time, on written notice to Matchi.
11.2 Matchi may terminate this Agreement, for any or no reason, at any time, on written notice to You.
11.3 The termination will be effective immediately or as specified in the notice.
11.4 Termination of Your Matchi membership includes disabling Your access to the Matchi Website and may also bar You from any future use of the Website.
11.5 Matchi may also restrict, suspend or terminate the membership of any Member who acts contrary these General Terms and Conditions, including any provisions of the member Terms and Conditions and the Policies.
11.6 Upon termination of Your Matchi membership, You will lose the right to access the Website. Excluding any rights granted to You in terms of this Agreement, the terms hereof shall survive any termination. Any Commissions due will however remain payable. All the obligations of the Parties incurred during the term of the agreement, such as payment of Commission, Intellectual Property and Confidentiality provisions, shall remain binding.
12 LIMITATION OF LIABILITY
12.1 Subject to any existing applicable law, Matchi shall not be liable to You for any damages in excess of double any amount paid to Matchi in relation to Your Innovation or any submissions to the Website.
12.2 The Website and all information, content, materials and services included or otherwise made available to You therein are provided on an "as is" and an "as available" basis. Matchi makes no warranties or representations of any kind, express or implied, as to the operation of this Website or the available information, content, materials or services included on or otherwise made available to You.
12.3 Notwithstanding anything to the contrary contained in these Terms and Conditions, Matchi shall have no liability for any loss, damage, cost, claim or penalty of whatsoever nature including, but not limited to, indirect and consequential loss or damage and loss of profits, however arising out of or in connection with the Website, whether caused by latent or patent defects in the Website, the use of the Website and/or information contained on the Website or otherwise.
12.4 You assume all responsibility and risk for the use of the Website. You hereby indemnify Matchi and hold it harmless against any and all liability, loss, damage, penalty, cost or claim of any nature whatsoever suffered by him or any third party in relation to any act or omission by You or, where applicable, the Your shareholders, members, directors, officers, employees, representatives, agents or assigns or any third party in relation to the Website and the use thereof by You.
12.5 Although every effort will be made to have this Website available at all times, the Website may become unavailable due to maintenance or repairs, loss of connectivity or some other form of interruption. Matchi does not warrant against nor will it be held liable for such downtime and is hereby indemnified from any loss, damage, claims, costs or penalties incurred as a result of such unavailability.
12.6 Although Matchi and its representatives will use reasonable efforts to ensure that no malicious content can be received from the Website, Matchi does not warrant that the Website is free of malicious content or viruses and Matchi will not be held liable for any loss resulting from a distributed denial-of-service attack, or any malicious content as described in clause Error: Reference source not found. which may infect Your computer or device, computer equipment, data or any other propriety material where such loss is or may be attributed to Your use of the Website or downloads received from the Website.
12.7 These limitations of liability are an integral part of the basis of the Agreement between the Parties and would be different if there were to be any additional risk to Matchi.
13.1 Matchi makes no representations whatsoever and gives no guarantee whatsoever in relation to any submission or Innovation submitted or placed on the Matchi Website. All representations, conditions and warranties whatsoever, whether implied or otherwise, are hereby expressly excluded.
13.2 Further, Matchi makes no warranties, express, implied, statutory or otherwise in respect of any aspect relating to any Innovation or any rights in respect of, or to acquire ownership of or a license to use any Innovation.
13.3 Matchi also does not warrant that any Innovation is viable, competent, error free or will any way meet the Sponsors or Buyers requirements. All possible implied or other warranties relating to the viability, competence, nature or fitness of the Innovation, for a particular purpose or for any purpose, whatsoever, are expressly disclaimed and excluded.
13.4 The entire risk as to the performance, competence, viability or any aspect of the Innovation is assumed by the Sponsor or Buyer, should they choose to enter into negotiations and into an agreement with the Innovator.
13.5 Except as expressly set out in these Terms and Conditions, Matchi makes no other representations, extends no warranties, express or implied, and assumes no liabilities or responsibilities with respect to the Innovation, the possible acquisition or licensing thereof or any other aspect in relation to the Innovation or any aspect or facility provided by or relating to the Website.
13.6 Matchi also does not in any way defend, indemnify and in any way hold the Innovator harmless from and against any and all claims, liabilities, damages, penalties or the like arising out of or relating to the Innovator's submission of the Innovation to the Website. All Matchi's express or implied obligations, are expressly denied.
14.1 Without derogating from the generality of any of the provisions hereof, Matchi shall not at any time be liable for any claims of whatsoever nature and howsoever arising for direct or consequential loss or damage which may have been sustained by the Innovator in connection with submissions made to the Website and the Innovator hereby indemnifies Matchi against all such claims.
15.1 No indulgence which Matchi may grant to any Member shall in any way be deemed to affect, prejudice or derogate from the rights of Matchi, nor shall such indulgence constitute a waiver or novation of any of the rights of Matchi, who shall not thereby be precluded from exercising any rights against any Member, which may have risen in the past or which may arise in the future.
16 WHOLE AGREEMENT AND UPDATES
16.1 These General Terms and Conditions, including the Member Terms and Conditions and the Policies, constitute the entire agreement between You and Matchi. You acknowledge that there are no other oral or written understandings or agreements between the Parties.
16.2 Matchi reserves the right to modify, supplement, update or replace the Terms and Conditions of this Agreement, which shall be effective upon posting the updated draft at www.matchi.biz or notifying You in writing. In the event of any such change to the Agreement, which You do not agree with, You may terminate this Agreement on notice to Matchi, at any time.
17.1 In the event that any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the relevant or unenforceable provision will be, as far as possible, modified so as to render it enforceable and effective to the maximum extent possible, in order to give effect to the intention of the provision. If a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will be not affected in any way.
18 NO URGENT OR INJUNCTIVE RELIEF
18.1 In no event will You be entitled to injunctive or other equitable relief, or to enjoin or restrain the operation of the Matchi Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Website or any content or other material used or displayed on the Website.
19 APPLICABLE LAW
19.1 All transactions and dealings shall be governed in all respects, by, and shall be construed and interpreted according to the laws of Hong Kong.
20.1 If any dispute arises out of or in connection with this Agreement, including any question regarding its existence, enforceability, validity, interpretation or termination, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto gives a notice thereof to the other Party in writing, provided that the parties have attempted to resolve the dispute for a period of at least 30 (thirty) days.
20.2 If an attempt to resolve a dispute has failed, the dispute shall be referred to and finally resolved by arbitration under the rules of the Hong Kong International Arbitration Centre, which rules are deemed to be incorporated by reference into this clause.
20.3 The arbitral tribunal shall consist of one arbitrator who shall either be a solicitor or barrister admitted to practice in Hong Kong for at least 10 years (the "Arbitrator"). The parties to the Dispute shall attempt to agree the Arbitrator within 20 (twenty) days of the commencement of the arbitration failing which the Hong Kong International Arbitration Centre shall appoint the Arbitrator. The seat, or legal place, and the place in which proceedings will be held, shall be Hong Kong. The language of the arbitration shall be English. The costs of the arbitrator shall be borne equally between the Parties or as the arbitrator otherwise directs
20.4 Nothing in this clause 20 shall prevent either Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional relief as it considers necessary to avoid irrepairrable damage. In calculating the limitation period for any claim that is ultimately referred to arbitration, the period between the date of the service of notice of the dispute and the date on which the Parties are free to refer the claim to arbitration shall be excluded.
21.1 The Innovator chooses its domicilium address details as those which have been submitted to the Website or as otherwise updated or notified to Matchi, in writing from time to time.
21.2 The domicilium address details of Matchi are as follows:
- Physical and Postal Address: 12th Floor, Ruttonjee House, 11 Duddell Street, Central, Hong Kong
- Telephone No.: +852 2521 2515
- Facsimile No.: +852 2810 4525
21.3 Notification shall be in writing by email provided that there is no indication to the sender that the notice was not received by the recipient.
22.2 Membership Policy
22.3 Payment Policy
22.4 Code of Ethics