Terms of Use
These Terms of Use ("Terms") govern your access to and use of the online platform operated by DIAGONAL LTD. (the "Platform"), including the website through which the Platform is made available and any related features, services, content, tools and functionality provided by DIAGONAL LTD from time to time.
By accessing or using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.
1. Use of the Platform
The Platform provides users with access to information, content, features and services made available by DIAGONAL LTD from time to time.
Where the Platform enables users to submit information, upload content, communicate with other users, access third-party services, or otherwise interact through the Platform, users are responsible for their own activities, submissions and interactions.
You agree that you will:
use the Platform only for lawful purposes and in accordance with these Terms;
provide accurate and complete information where information is requested;
ensure that any content or material submitted by you does not infringe any third-party rights; and
comply with all applicable laws and regulations when accessing or using the Platform.
DIAGONAL LTD reserves the right to refuse, restrict or terminate your access to the Platform where it reasonably considers such action necessary, including where you breach these Terms or misuse the Platform.
2. User Content and Third-Party Content
The Platform may allow users or third parties to submit, publish, display or otherwise make available information, content, listings, materials or other data ("User Content").
You are solely responsible for any User Content that you submit, upload or otherwise make available through the Platform.
You represent and warrant that:
you own or have obtained all necessary rights, licences and permissions to submit such User Content;
your User Content is accurate and not misleading;
your User Content does not infringe any third-party rights; and
your User Content complies with all applicable laws and regulations.
DIAGONAL LTD does not endorse, verify or guarantee the accuracy, completeness, reliability or legality of any User Content or third-party content made available through the Platform.
Any views, opinions, statements or materials provided by users or third parties are those of the relevant users or third parties only and do not represent the views of DIAGONAL LTD.
3. Intellectual Property Rights
All intellectual property rights subsisting in or relating to the Platform, including without limitation trademarks, service marks, trade names, logos, copyright, design rights, database rights, software, technology, text, graphics, interfaces, functionality and other content (collectively, "Proprietary Rights"), are owned by or licensed to DIAGONAL LTD.
Except as expressly permitted under these Terms or applicable law, you must not:
reproduce, copy, modify or distribute any part of the Platform;
publish, transmit, display, perform or commercially exploit any Platform content;
reverse engineer, decompile, disassemble or attempt to derive the source code of any software forming part of the Platform; or
create derivative works based on the Platform or its content,
without DIAGONAL LTD's prior written consent.
4. Licence to Use the Platform
Subject to your compliance with these Terms, DIAGONAL LTD grants you a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform for its intended purposes.
You must not, without DIAGONAL LTD's prior written consent:
reproduce or redistribute Platform content except where expressly permitted;
use the Platform or its content for unauthorised commercial purposes;
access or use the Platform to develop a competing service;
extract, copy, scrape, mine or harvest data from the Platform;
interfere with the operation, security or availability of the Platform; or
use the Platform in any manner inconsistent with these Terms.
5. Acceptable Use
You must not use the Platform:
in any manner that causes or may cause damage, disruption, impairment or reduced availability of the Platform;
for any unlawful, fraudulent, harmful or malicious purpose;
to upload, transmit or distribute viruses, worms, Trojan horses, spyware, malware or other harmful software;
to engage in unauthorised automated data collection, including scraping, crawling, mining or harvesting;
to impersonate any person or entity;
to distribute misleading, defamatory, unlawful or infringing material; or
for unsolicited marketing, advertising or promotional activities.
6. Platform Services and Third Parties
The Platform may provide access to services, information, products or content supplied by DIAGONAL LTD or third parties.
Unless expressly stated otherwise:
DIAGONAL LTD does not act as the provider, seller or supplier of third-party goods or services;
DIAGONAL LTD does not guarantee the quality, availability, accuracy or suitability of third-party services or content;
any dealings between you and third parties are solely between you and the relevant third party; and
DIAGONAL LTD is not responsible for any loss, damage or dispute arising from such dealings.
7. Disclaimer
To the maximum extent permitted by law, DIAGONAL LTD excludes all representations, warranties, undertakings and liabilities of any kind, whether express or implied, in relation to the Platform and its content.
The Platform and all content, materials, features and services are provided strictly on an "as is" and "as available" basis.
DIAGONAL LTD does not warrant or guarantee:
that the Platform will be available, uninterrupted, secure or error-free;
that information provided through the Platform is accurate, complete or reliable;
that the Platform will meet your requirements or expectations;
that any content or services provided by users or third parties are accurate, lawful or suitable; or
that any communications or information transmitted through the Platform will remain confidential or secure.
Nothing provided through the Platform constitutes legal, financial, professional or other regulated advice unless expressly stated otherwise.
8. Indemnity
You agree to indemnify, defend and hold harmless DIAGONAL LTD, its affiliates, officers, employees, contractors and agents from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees and settlement costs) arising out of or in connection with:
your breach of these Terms;
your use or misuse of the Platform;
any User Content submitted by you;
your violation of any applicable law or regulation; or
your infringement of any third-party rights.
9. Limitation of Liability
To the fullest extent permitted by law, DIAGONAL LTD shall not be liable for any:
indirect, incidental, special, consequential or punitive losses; or
business-related losses, including without limitation loss of profits, income, revenue, contracts, goodwill, data or anticipated savings,
arising out of or in connection with your access to or use of the Platform.
These limitations apply regardless of whether DIAGONAL LTD has been advised of the possibility of such losses.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
10. Breach of Terms
If you breach these Terms, DIAGONAL LTD reserves the right, without prejudice to any other rights or remedies available to it, to:
suspend, restrict or terminate your access to the Platform;
remove or restrict access to any content submitted by you;
block access from specific devices or networks;
take any action necessary to protect the Platform, DIAGONAL LTD or other users; and/or
commence legal proceedings where appropriate.
11. Variation
DIAGONAL LTD may amend or update these Terms from time to time by publishing the revised version on the Platform.
Your continued access to or use of the Platform after publication of revised Terms constitutes acceptance of those revised Terms.
12. Assignment
DIAGONAL LTD may assign, transfer or subcontract its rights and obligations under these Terms without notice or consent.
You may not assign, transfer or subcontract any rights or obligations under these Terms without DIAGONAL LTD's prior written consent.
13. Severability
If any provision of these Terms is held to be unlawful, invalid or unenforceable by a court or competent authority, that provision shall be modified to the minimum extent necessary to make it lawful and enforceable.
The remaining provisions shall continue in full force and effect.
14. Entire Agreement
These Terms constitute the entire agreement between you and DIAGONAL LTD regarding your access to and use of the Platform and supersede all prior agreements, arrangements and understandings relating to the subject matter of these Terms.
15. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
You and DIAGONAL LTD irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong in respect of any dispute arising out of or in connection with these Terms.