Terms and conditions

  1.    General Rules and Definitions

1.1    By using K-Matrix eM “Services” (including but not limited to website, software, API, report, managed campaign and other services for email and SMS marketing) , you (“Customer”) will be agreeing to abide by all of these Terms andConditions of Use between you and K-Matrix (us” or “we”).

1.2    K-Matrix may change, add or remove portions of these Terms andConditions of Use at any time, which shall become effective immediately upon posting on the Website of K-Matrix eM or notifying Customer through email or postal mail.  It is your responsibility to review these Terms of Service prior to each use of the K-Matrix eM.  Continued use of K-Matrix eM constitutes Customer’s acceptance of any such changes.

1.3    If any of these Terms andConditions of Use or any future changes are unacceptable to you, you may cancel your subscription by contacting your corresponding account representative in K-Matrix.  Your continued use of the Services now, or following the notice of any changes, will indicate acceptance by you of such Terms andConditions of Use, changes, or modifications.

1.4    Customer shall provide true, accurate, current and complete information about Customer as requested in the K-Matrix eM registration process.  Such information will be used by K-Matrix to contact customer.  Customer shall inform K-Matrix upon any change of contact information.

1.5    Customer shall be responsible for the security of Customer’s “Username”, “Password” and “Security Token” that K-Matrix provided to Customer.

1.6    Customer shall be responsible for all fees required for Customer’s license to use K-Matrix eM and any other products, Services and tools that K-Matrix offers which Customer subscribe to.  Such fees shall be stated on our Service Agreement.

1.7    K-Matrix may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database, or content.  We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

1.8    Customer’s email and SMS campaigns shall not generate abuse complaints that, in K-Matrix’s sole discretion, exceed industry norms. If so instructed by a posted guideline or rule, Customer shall not issue email or SMS more than our per day limitation.

1.9    K-Matrixmaysuspendservice with notice if K-Matrix determines that Customer is in violation of any of these Terms and Conditions of Use.  If Customer is unable to stop such violation after suggested by K-Matrix, K-Matrix may terminate the service with notice. No payments from Customer held by K-Matrix shall be refunded upon termination and Customer shall have no recourse against K-Matrix in relation to non-refunded funds and unused credits remaining.

1.10  Customer shall not transfer any of the rights under our Service Agreement to any third party.

1.11  Customer shall not use K-Matrix eM or any tool, software or service that provided by K-Matrix to benefit any third party.

1.12  Customer agrees to hold K-Matrix, its parent corporation, any assigns or partners, officers and staff, harmless and defend from any and all civil actions relating to Customer’s use or abuse of any K-Matrix eM Services.

 

  1.    Email and SMS Usage Guidelines

2.1    K-Matrix eM has been developed to enable Customer to communicate with subscribers that have opted-in (i.e. expressly given their permission) to receive “Messages” from Customer through email and SMS.  Customer may not use any K-Matrix eM product or service for the purpose of sending unsolicited email or SMS, or “Spam.”

2.2    K-Matrix respects anti-Spam laws and asks Customer to act accordingly.  Customer may not use any K-Matrix eM product, service or tool for the purpose of breaking any law.  Customer shall follow any posted guidelines regarding contents and commercial activity limitations.

2.3    All email addresses and SMS contacts that Customer use shall be solely derived from permission based lists. K-Matrix eM may not be used to send Messages to individuals that have not opted-in to receive information via email or SMS from Customer.

2.4    All Messagessent by Customer using K-Matrix eM shall comply with the followings:

2.4.1      All Messages sent out shall comply with all the relevant Laws of Hong Kong, including but not limited to section 174 of the Securities and Futures Ordinance, the Unsolicited Electronic Messages Ordinances and Part VI A of the Personal Data (Privacy) OrdinanceAll contents of Messages shall not violate any generally accepted code of practice.

2.4.2      Email Messages shall originate from a valid “From Email Address” managed by Customer.

2.4.3      Customer’s company name shall be clearly shown.

2.4.4      Unsubscribe option shall be clearly visible (K-Matrix eM will append an unsubscribe link to the email).

2.4.5      Customer shall take appropriate actions on unsubscribe requests within 10 calendar days. An unsubscribed email address or SMS contact should not receive any further Messages.

2.4.6      Customer shall maintain a record of all unsubscribe requests, including the day of removal from the subscription list.  Customer shall provide us with a copy of such records upon request.

2.5    K-Matrix eM gives its users all the tools necessary to build and maintain an opt-in email list.  K-Matrix eM also allows Customer to import existing lists of email addresses.  The email addresses that are imported shall have opted in to receive messages from Customer.  These features make it easy for Customer to build and use lists of opt-in subscribers and eliminate the need to send unsolicited emails.

2.6    In the event that a complaint is received or an instance reported of an unsolicited Message sent by Customer using K-Matrix eM, K-Matrix will investigate claims of unsolicited Messages sent.

2.7    If K-Matrix determines that Customer is employing the Services to send Messages to recipients who have not opted in or recipients that have unsubscribed on a prior occasion, the Service may be immediately terminated.

 

  1.    Member Contact Acquisition

3.1    Customer shall ensure the collections and usages of member’s personal information comply with all relevant Laws of Hong Kong.

3.2    Customer shall use a permission-based subscription method for adding new members. Before direct marketing usage of newly added members, Customer shall also send a notification message specifying how and what personal information will be used. Such notification message shall not include advertising or calls-to-action other than an appeal to confirm the member's subscription.

3.3    Customer shall only import members previously obtained directly by Customer using the permission-based procedures described above. Customer shall not import unconfirmed (including opt-out-based) members directly into Customer’s list under any circumstances. Customer SHALL NOT import members from co-registered or purchased sources, regardless of the confirmation status of said members.

3.4    Customer shall not harvest email addresses or SMS contact.

3.5    Customer shall only send out to individuals that have given Customer explicit permission to email them.

 

  1.    Nondisclosure

Each party shall retain in confidence all proprietary and confidential information transmitted to the other that the disclosing party has identified in writing, or orally and then subsequently identified in writing, as being proprietary and/or confidential, and will make no use of such information except under the terms and during the service period of our Service Agreement. Customer agrees to use all reasonable precautions and take all necessary steps to prevent our confidential information, data, scripts, object code, source code, programs, business plans, business models, business concepts, communications and any and all further confidential information from being acquired by unauthorized persons, and to take appropriate action, by instruction, agreement, or otherwise, with regard to all persons permitted access to our owned confidential information and data, in order to ensure our confidential information and data are protected. Customer shall not disclose any of our confidential information to any person for any purpose other than as provided in our Service Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (a) it has rightfully received from another party prior to its receipt from the disclosing party; (b) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence, (c) enters the public domain or becomes generally known to the public by some action other than breach of our Service Agreement by the receiving party; or (d) is independently developed by the receiving party. Each party shall safeguard proprietary and confidential information disclosed by the other using the same degree of care it uses to safeguard its own proprietary and confidential information but, in no event, shall use less than a reasonable degree of care. Each party’s obligation under this paragraph shall extend for a period of three (3) years following termination or expiration of our Service Agreement.

 

  1.    Functionality

All contents, tools, functions and services provided via K-Matrix are provided on an “as is” basis and K-Matrix disclaim any and all warranties, express or implied, including those warranties of merchantability, fitness for a particular purpose, title and non-infringement. Such disclaimers may be limited by the laws of Customer’s country, and if so limited, may not apply to Customer. No warranties of validity regarding any of the contents provided by K-Matrix are made.

  1.    Waiver and Amendments

No waiver, amendment, or modification of any provision of our Service Agreement shall be effective unless agreed to by both parties in writing. No failure or delay by either party in exercising any rights, power, or remedy under our Service Agreement shall operate as a waiver of any such right, power, or remedy.

 

  1.    Severability

Should any term of our Service Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law and equity, the parties agree that such provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of our Service Agreement shall remain unaffected.

 

  1.    Force Majeure

Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed or other occurrences which are beyond either party’s reasonable control.

 

  1.    Intellectual Property Notice

All contents of K-Matrix eM, including the logo, articles, other text and graphics are the intellectual property of K-Matrix and protected trademark, trade dress, patent, copyright and other laws. Customer may not reverse engineer, decompile, or disassemble any software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.