Terms & Conditions

TERMS & CONDITIONS

Instanter Limited ("Instanter") provides online news and information on financial markets through its website www.instanter.com.hk (the "Service"). Before accessing, subscribing to and/or using the Service, please read these Terms & Conditions (the "Terms and Conditions").

1. ACCEPTANCE OF TERMS AND CONDITIONS

By accessing, subscribing to and/or using the Service, you ("Subscriber") agree to be bound by ALL of the Terms and Conditions. The Terms and Conditions should be read together with the subscription agreement between Instanter and Subscriber ("Subscription Agreement") and the specific terms contained therein. If you do not agree to any of the Terms and Conditions, please DO NOT access, subscribe to and/or use the Service. The Service is offered to Subscriber on condition that he/she accepts the Terms and Conditions issued by Instanter from time to time.

2. MODIFICATIONS OF TERMS AND CONDITIONS

Instanter may change (including, without limitation, amend, add or delete) any of the Terms and Conditions at any time before notifying the Subscriber of the change in writing or electronically (including, without limitation, by email or by posting a notice on the Service that the Terms and Conditions have been "updated"). The changes also will appear in this document, which can be accessed at any time through the website www.instanter.com.hk. The changes will be effective immediately upon either the posting of the changes or notifying Subscriber. Subscriber agrees to review the Terms and Conditions periodically to ensure that he/she is aware of any changes. Subscriber's continued access or use of the Service shall be deemed his/her acknowledgement and acceptance of any changes to the Terms and Conditions.

3. THE SERVICE

a. Instanter shall provide the Service through its website, www.instanter.com.hk. The Service includes, without limitation, daily real-time news stories and a weekly e-newsletter. Pursuant to the Subscription Agreement, Subscriber may access all or part of the Service.

b. Instanter shall post daily real-time news stories to the Service from Monday to Friday, and weekly e-newsletter to the Service at 17:00 Hong Kong Time Saturday.

c. Subscriber acknowledges that the Service is provided for informational purposes only, and no news and information contained in the Service is intended for trading or investing purposes. Subscriber also acknowledges that the Service shall not be used or regarded as an offer or solicitation of an offer from Instanter to trade or invest, nor does the Service make any recommendations regarding particular financial instruments, investments or products. Subscriber acknowledges that the Service does not aim to provide advice tailored to any individual and does not replace the advice of an authorised investment, tax or legal professional.

d. Although Instanter makes reasonable efforts to obtain reliable information for inclusion in the Service, Instanter shall not be responsible or liable for the accuracy, reliability, completeness, timeliness, usefulness or availability of the Service, and shall not be responsible or liable for any trading or investment decisions made based on the Service. The Service may point to other websites that may be of interest to Subscriber, but Instanter does not endorse or take responsibility for the content on such other sites. INSTANTER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, USEFULNESS OR AVAILABILITY OF THE SERVICE.

4. MODIFICATIONS TO THE SERVICE

a. Without prior notice to Subscriber, Instanter reserves the rights at all times to:

• Modify or discontinue, temporarily or permanently part or all of the Service;

• Deactivate www.instanter.com.hk at any time to carry out system maintenance, upgrading, testing and/or repairing;

• Limit or suspend the access or use of part or all of the Service to Subscriber, where Instanter is of the opinion that Subscriber has breached any of the Terms and Conditions or that such action is appropriate, desirable or necessary in the opinion of Instanter.

b. Subscriber agrees that Instanter shall not be liable to Subscriber or any third party for the exercise of its rights under this clause.

5. LICENCE GRANT

a. General. Instanter grants Subscriber a licence to the Service ordered by Subscriber subject to Subscriber's obligation to pay and any rights and limitations described herein. This licence is non-exclusive, non-perpetual, revocable, and is not transferable and not sub-licensable.

b. The text, music, sound, image, graphic, photograph, video, software, metadata, design, organization, compilation, look and feel, advertising and all other protectable intellectual property (the "Content") available through the Service are protected by copyright, trademark, service mark, patent or other intellectual property rights and laws, and are and shall remain the property of Instanter or its advertisers and licensors. Subscriber does not acquire any rights in the Content by its access, subscription and/or use of the Service.

c. Limitations on use.

i. Subscriber will be assigned one user name (Instanter ID) and one password; only one individual may access the Service using the same user name or password.

ii. Subscriber shall not make use of the Content in any manner that constitutes an infringement of rights of Instanter, its affiliated companies, advertisers or licensors.

iii. Subscriber has online reading access to the Service. Subscriber may also print articles for his/her personal, non-commercial use, provided that Subscriber maintains all copyright and other proprietary notices contained therein. Subscriber may use the Service for company purposes, such as compiling reports, analysis and presentations, provided that Subscriber attributes the source of information to Instanter if such reports, analysis and presentations are distributed outside the company.

iv. Without Instanter's prior written consent, Subscriber may not: sell, resell, exploit for any commercial purposes, reproduce, duplicate, copy, photocopy, publish, distribute, retransmit or otherwise provide access to the Content, in full or in part, to anyone; frame, download or establish unauthorized links to any part of the Content to Subscriber or any third party's website; revise, adapt, rearrange or modify the Content; create abstracts, scrape or display the Content for use on another website or service; or post any content from the Service to weblogs, newsgroups, mail lists or electronic bulletin boards.

6. SUBSCRIBER RESPONSIBILITY AND OBLIGATION

a. In consideration of the Service, Subscriber agrees to provide true, accurate, complete, current, and updated information to Instanter about Subscriber.

b. In consideration of the Service, Subscriber agrees to pay all fees due and payable to Instanter at the rate set out in the Subscription Agreement. Subscriber agrees that all fees paid in advance are non-refundable and Instanter shall not for any reason whatsoever be liable to refund the full amount or any part of the fees paid by Subscriber.

7. SUBSCRIBER CONDUCT

a. As a condition of Subscriber's use of the Service, Subscriber warrants not to intentionally or unintentionally violate any applicable local, state, national or international law.

b. As a condition of Subscriber's use of the Service, Subscriber warrants to Instanter that Subscriber shall not use the Service for any purpose other than those permitted in the Terms and Conditions. In particular, Subscriber agrees not to use the Service for any unlawful purpose including, but not limited to:

i. Using the Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

ii. Defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;

iii. Publishing, distributing or disseminating any inappropriate, profane, libellous, defamatory, infringing, obscene, indecent, pornographic, abusive or otherwise unlawful material or information;

iv. Harvesting, otherwise collecting or attempting to harvest or otherwise collect information about others, including email addresses, without their consent;

v. Creating or attempting to create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message;

vi. Transmitting, uploading or attempting to transmit or upload any material that contains viruses, time bombs or any other harmful or deleterious programs;

vii. Transmitting, uploading or attempting to transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy of publicity or any other applicable law unless Subscriber owns or controls the rights thereto or has received all necessary consents;

viii. Interfering with, disrupting or attempting to interfere with or disrupt networks connected to the Service or violating the regulations, policies or procedures of such networks;

ix. Gaining or attempting to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;

x. Trespassing, breaking into, accessing, using or attempting to trespass, break into, access or use any other parts of Instanter and/or its services providers' severs, information database and/or any data areas for which the Subscriber has not been authorized by Instanter and/or its service providers;

xi. Interfering or attempting to interfere with another Subscriber's use and enjoyment of the Service.

c. Subscriber is solely responsible for any liability arisen from his/her use of the Service, and Instanter has no obligation to monitor the Service or any Subscriber's use thereof or retain the content of any Subscriber session. However, Instanter reserves the rights at all times to monitor, review, retain and/or disclose any information as it believes necessary to satisfy any applicable laws, regulations, legal process and/or governmental requirements.

d. Subscriber undertakes to immediately remove, delete and destroy any copy of any material or posting of the Service (downloaded or stored in any media) and refrain from circulation or exhibition of such material when written notice of removal is given by Instanter to Subscriber and acknowledges that this undertaking is without prejudice to the generality of the restrictions on use specified in this clause. Subscriber also acknowledges that his/her failure to comply with this undertaking promptly may subject Instanter to third party liability claims, which Subscriber agrees to indemnify and hold Instanter harmless from same.

8. SUBSCRIBER USER NAME, PASSWORD AND SECURITY

a. Subscriber will receive a Subscriber user name (Instanter ID) and a password for each Subscriber account. Subscriber may change the password at any time in accordance with the instructions posted on www.instanter.com.hk from time to time. Subscriber shall be fully responsible for maintaining the confidentiality of his/her user name, password and any other information of Subscriber's account. Subscriber shall be deemed to have sole and full responsibility for any access to and use of the Service and all activities that occur under Subscriber account, including use of the account by any third party authorized by Subscriber to use the Subscriber user name and password.

b. Subscriber agrees to immediately notify Instanter of any known or suspected unauthorized use of Subscriber account or any known or suspected breach of security, including loss, theft or unauthorized use and/or disclosure of the Subscriber password. Subscriber shall remain fully liable for the use of the Service by any unauthorized third party until Instanter has received notice of such event from Subscriber requesting for the suspension of the Service.

c. Instanter may refuse to grant Subscriber a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive in Instanter's opinion.

d. Instanter reserves the right to remove and/or reclaim any user name at any time for any reason.

9. THIRD PARTY RIGHTS, WEBSITES, SERVICES AND SOFTWARE

a. Subscriber acknowledges that third parties may have rights in the Content and that they may enforce and enjoy protection of such rights.

b. The Service may link to, or promote websites or services from a third party or offer Subscriber the ability to download software from a third company. Subscriber agrees that Instanter is not responsible for, and do not control, those websites, services and software.

10. PRIVACY POLICY

Instanter shall comply with the requirements of the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of the Hong Kong SAR. Instanter reserves the right to disclose Subscriber's details if Subscriber has violated any of the Terms and Conditions or the Subscription Agreement or any other notices and rights of Instanter, or if so required under law or pursuant to any court or administrative order of any court or administrative body in/of any jurisdiction. No claim shall be entered by Subscriber and no liability on Instanter's part if Instanter makes disclosure under this provision.

11. SUBSCRIBER INDEMNIFICATION

Subscriber agrees to indemnify and hold Instanter, its holding companies, subsidiaries, affiliated companies, officers, employees, representatives, agents, subcontractors, co-branders and other partners, harmless from any claims, demands, loss, damages, costs, expenses or liabilities of any nature, made by any third party due to or arising out from (i) use of the Service; (ii) breach or non-observance of any of the Terms and Conditions; or (iii) infringement of property rights of another person, by the Subscriber or its authorized user. In particular, Subscriber agrees to indemnity Instanter any and all legal costs, which Instanter may incur as a result of having to handle and/or comply with any third party's claim, court or administrative order alleging, claiming or threatening, finding a violation or infringement of a third party's right by Subscriber and any disclosure that has to be made as a result.

12. TERMINATION AND SUSPENSION

a. The Terms and Conditions form part of and are subject to the specific terms of the Subscription Agreement.

b. Instanter may terminate or suspend the Service without notice if Subscriber breaches any of the Terms and Conditions. Instanter shall not be liable to Subscriber or any third party for termination or suspension of the Service and the subsequent consequences arising thereafter.

c. If Subscriber objects to any modifications to the Terms and Conditions or becomes dissatisfied with the Service, Subscriber shall discontinue to use the Service. All fees paid in advance will not be refunded.

d. Upon the effective date of termination of the Service, all licences and other rights and privileges granted to Subscriber shall forthwith cease and Subscriber shall not be entitled to a refund of any fees.

e. Any termination of the Service shall not affect any accrued rights or liability of either party nor shall it affect the coming into force or the continuance in force of any of the Terms and Conditions which is expressly or by implication intended to come into or continue in force or after such termination.

13. WARRANTIES

SUBSCRIBER AGREES THAT HIS/HER ACCESS TO AND USE OF THE SERVICE IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND INSTANTER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILIITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. DEFENCE OF INFRINGEMENT & MISAPPROPRIATION CLAIMS

Subscriber must notify Instanter promptly in writing of any claim by an unaffiliated third party that the Service infringes that party's patent, copyright or trademark or makes intentional unlawful use of its trade secret or confidential information. Instanter shall have sole control over the defence or settlement of any such claim. Subscriber shall at its own cost provide Instanter with reasonable assistance in defending the claim.

15. LIMITATION OF LIABILITIES

INSTANTER WILL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON AS A RESULT OF SUBSCRIBER'S ACCESS OR USE OF THE SERVICE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTED, THE EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHER THEORY OF LIABILITY, EVEN IF INSTANTER HAS BEEN ADVISED OF THE POSSIBILITY OR COULD HAVE FORSEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE ILLEGAL, INVALID OR UNENFORCEABLE, THEN INSTANTER'S LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

16. CONFIDENTIALITY

a. Subscriber acknowledges that information of a confidential nature relating to the business of Instanter may be disclosed to it or otherwise come to its attention. Subscriber undertakes to hold such information in confidence and not, without the consent of Instanter, disclose it to any third party nor to use it for any purpose unless with Instanter's prior written approval.

b. This obligation of confidentiality will not apply to information that is generally available to the public through no act or omission of Subscriber, or becomes known to Subscriber through a third party with no obligation of confidentiality, or is required to be disclosed by law, court order or request by any government or regulatory authority.

17. MISCELLANEOUS

a. NOTICE

All notices to a party shall be in writing and made via email to subscriptions@instanter.com.hk. Instanter may publish notices or messages through the Service to inform Subscriber of changes to the Terms and Conditions, or other matters of importance. Such publication shall constitute Notices to the Subscriber.

b. ASSIGNMENT

Subscriber may not assign his/her rights to the Service. Instanter may assign its obligations regarding the Service.

c. SEVERABILITY

If any provisions of the Terms and Conditions is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

d. WAIVER

Instanter's failure or delay to exercise or enforce any right or provision of the Terms and Conditions shall not be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or provision preclude the further exercise of such right or provision as the case may be. Any waiver must be in writing and signed by an authorized representative of Instanter.

e. GOVERNING LAW

The Terms and Conditions shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative region of the People's Republic of China and subject to the exclusive jurisdiction of the Hong Kong courts. This choice of jurisdiction does not prevent Instanter from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

f. THE SERVICE IS NON-EXCLUSIVE

Subscriber's access and use of the Service is not exclusive.

g. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications, whether oral or in writing.

h. SURVIVAL

Clauses 7, 11, 14, 15, 16 and 17 shall survive the termination of the Service.