The terms and conditions as found in these terms of use, the Privacy Policy, the Virtual Items Policy, and such other policies which the Company may implement from time to time (the "Terms") govern the access and use of the "EchoHeart" media platform (the "Platform"), as well as all services, features and content offered by Decima Pte. Ltd. and its related companies (collectively, the "Company" or “us”) in connection with the Platform (the "Services").
As a user ("you" or the "User"), you are strongly encouraged to go through these Terms carefully prior to using or accessing the Platform. By accessing the Platform, you shall automatically be deemed to have accepted and agreed to be bound by these Terms, and to have entered into a binding legal agreement between you and the Company. If you are accessing the Platform or using the Services on behalf of a business or an entity, then references to “you” or the “User” shall include a reference to such business or entity, and you represent and warrant that (i) you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (ii) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.
In the event that you do not agree with any of these Terms, you must not access the Platform and/or discontinue the use of the Platform immediately.
The Company may, in its absolute discretion, amend these Terms from time to time without prior notice, and the amended Terms will be posted online and/or made available through the Platform. Your continued use of the Platform following the posting of revised terms means that you accept and agree to the changes.
The Company and the User are hereinafter referred to individually as a "Party" and together, the "Parties".
- User Account Access to the Platform
- Access to the Platform is by means of your user account created and registered with the Company (a "User Account"). When you create your User Account, you agree to provide accurate and up-to-date information.
- You agree that you are personally responsible for the use of your password and your User Account, and therefore, you should not reveal, share or otherwise allow others to use your password or User Account. The Services offered in the Platform are strictly for your own personal use, and you shall be deemed to have taken all actions under your User Account, and will be personally liable and responsible for the use of your User Account.
- You may not sell or charge others for the right to use your User Account, or otherwise transfer your User Account without the express written consent of the Company. You may not allow third parties to access the Platform and Services via your User Account.
- The Company retains full control over the administration of your User Account and may use our sole judgment on whether to terminate or suspend your User Account for misuse of the Services or other inappropriate behaviour, including any breach of these Terms.
- The Services are not intended for anyone aged below 18 years of age, and by using and accessing the Platform and its Services, you represent and warrant that you are at least 18 years of age. You must not access the Platform or use the Services if you are less than 18 years of age.
- In the event where you wish to terminate your account, or to inform us of any breach of your User Account security, you may contact us at contactus@echoheart.co. Following the termination of your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.
- The Company is required to comply with all applicable laws in relation to the operation of the Platform, including but not limited to applicable regulation in relation to anti-money laundering ("AML"), countering the financing of terrorism ("CFT"), and stored value facilities/digital representations of value. Pursuant to such regulations, you may be required to provide to the Company such data to allow the Company to establish and verify your identity. By registering and setting up a User Account with the Platform, you hereby acknowledge that the Company may collect such data on request, and use such data provided for the purposes of establishing your identity and implementing an ongoing monitoring program to ensure the adherence of the Company and the User to such applicable laws.
- USe of the Services
- Uploading of User Content
- The Platform and the Services offered on the Platform are intended to give Users the opportunity to create and upload meaningful content to be appreciated and enjoyed by the community, thus providing content creators with an alternative method of compensation for their content. Whenever you upload your own content as a User ("User Content"), you represent, warrant and undertake that it shall be done in accordance with these Terms. In particular, you warrant, represent and undertake that any User Content uploaded by you shall not contain any:
- unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
- private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document or credit card numbers;
- material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person;
- material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
- material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
- material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
- material that contains a threat of any kind, including threats of physical violence;
- material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
- answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or
- material that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose the Company, the Services or its users to any harm or liability of any type.
- You also warrant and represent that when you submit User Content through the Services you either (i) own that User Content; or (ii) have received all necessary permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third party content. Please note that this also applies to, and you must seek the proper authorisations if you do not own, the music you upload with your User Content.
- By posting User Content through the Platform and Services, you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content. In particular, if your User Content contains any personal data of yours, then, in accordance with the Privacy Policy, you consent to us collecting, using, and disclosing such personal data in accordance with such purposes as stated in the Privacy Policy.
- To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you post to or through the Services.
- Virtual Items
- The Platform employs the use of "Virtual Items" to facilitate various transactions and interactions between Users within the Platform. The use of these Virtual Items is subjected to the Virtual Items Policy, and you shall comply strictly with the Virtual Items Policy in using such Virtual Items.
- In the event of any breach of these Terms (which includes the Virtual Items Policy), the Company may, in its sole and absolute discretion, suspend or cause you to forfeit any Virtual Items in your User Account.
- General use and access
- As a User, you further agree that in accessing the Platform or using the Services, you shall not:
- access or use the Services if you are not fully able and legally competent to agree to these Terms;
- use the services for any illegal purposes, which includes any form of gambling or side-gambling;
- use the Services for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming, save as expressly allowed by the these Terms;
- impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;
- intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews; and
- use or attempt to use another's account, service or system without authorisation from the Company, or create a false identity on the Services.
- You shall also not take any action which will undermine or threaten the technical security of the Platform and/or Services, or attempt the abuse the use of the Platform and/or Services for any other purpose except as otherwise stated in these Terms. In particular, you shall not:
- make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
- interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
- incorporate the Services or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;
- use automated scripts to collect information from or otherwise interact with the Services;
- use the Services to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; and
- use any unauthorized means to modify, reroute, or gain access to the Services, or to modify any information of your User Account, in particular, elements of the Services offered in the Platform in relation to your User Account.
- You may use a Service only as permitted by law, and may not use a Service or download or use any related software if doing so would violate applicable export control laws and/or regulations.
- The Company reserve the right, at any time and without prior notice, to remove or disable access to content at its sole and absolute discretion for any reason or no reason.
- Intellectual Property Rights
For the purposes of this Clause 3, "Intellectual Property Rights" refer to copyright and any related or neighbouring rights (including any copyright or other exclusive right in or to any compilation or database), patents, utility models or rights in or to any patentable inventions, or utility models, registered designs or rights in or to any registrable designs, trade marks (registered or not), rights, design rights and goodwill to any marks, and any similar or corresponding rights to the foregoing whenever subsisting in the world.
- Non-User uploaded content
- Save for any content which you as a User may have uploaded, any Intellectual Property Rights in the Platform, including any arising out of any content, software, images, text, graphics, illustrations, logos, photographs, audio, videos, music or "look and feel" of the Services (the "Company Content"), is owned by or legally licensed to the Company. Save for your right to access and use the Platform and to enjoy the Services as further detailed in these Terms, you shall not have any interest or ownership in the Company Content.
- The Company hereby grants you a non-exclusive, limited, non-transferable, non-sub-licensable, revocable, worldwide license to access and use the Platform and its Services (and the Company Content) solely for your personal use through your use of the Services and solely in compliance with these Terms. Save as expressly stated and allowed in these Terms, you shall not use the Platform or its Services for any commercial reason.
- The Company may, at any point in time in its sole and absolute discretion, terminate this license at any time for any reason or no reason.
- User-uploaded content
- Any Intellectual Property Rights in any User Content which you as a User upload will continue to be owned by you as a User. Notwithstanding, by uploading any User Content, you:
- 1.1 User Accountgrant to the Company an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide licence to use, edit, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorise other Users of the Platform and the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented; and
- 1.1 User Accountgrant to the Company a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
- Certain Company Content such as "Filters" or "Stickers" has been designed to interact with certain forms of User Content uploaded by a User ("Interactive Company Content"). For the avoidance of doubt, notwithstanding any combination with any User Content, Interactive Company Content will continue to be owned by the Company as described in Clause 3.1 above.
- Representations and Warranties
- The Services in the Platform are provided on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. The Company does not represent or warrant that the Services are uninterrupted, complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your devices, or that their operation will be free of any viruses, bugs or other harmful components or program limitations. The Company shall in no event be liable for any interruption of access to the Services.
- Except as expressly stated in these Terms, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
- Indemnity
- You hereby agree to indemnify, defend and hold harmless the Company (and its officers and employees) from and against all losses suffered by the Company (and/or its officers and employees) as a result of your breach of these Terms and/or your violation of any applicable laws.
- For the avoidance of doubt, the indemnity in Clause 5.1 above shall also include any claim in relation to the breach of third party intellectual property arising from any User Content which you upload.
- Limitation of Liability
- You expressly agree and acknowledge that under no circumstances shall the Company be liable for any form of losses suffered by you arising out of or in connection with your access or use of inability to access or use the Platform, whether foreseeable or not. Notwithstanding, the total liability of the Company to you under these Terms shall in no event exceed the total sum of US$1.
- Data protection
- The Company may collect, use, and disclose your personal data (as defined under the Personal Data Protection Act (Chapter 26 of 2012) (the "PDPA")) in your use of the Platform and its Services. You may further be required to disclose personal data as part of any transaction process within the Platform.
- The collection, use, and disclosure of your personal data will be in accordance with the accompanying Privacy Policy, found at the annex at the end of these Terms.
- General
- These Terms constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- The Parties are independent and are not partners, principal and agent or employer and employee and these Terms do not establish any relationship between them, other than the contractual relationship expressly provided for in it.
- Unenforceable provisions will be modified to reflect the Parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of these Terms will remain in full effect.
- Nothing in this Agreement shall be deemed to create any right or obligation in anyone not a party hereto and this Agreement shall not be construed in any respect to be a contract or agreement in whole or in part for the benefit of or binding upon anyone not a party hereto. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap 53B of Singapore) to enforce any term of this Agreement.
- You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Company's prior written consent.
- This Agreement is governed by, and shall be construed in accordance with, the law of the Republic of Singapore. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Singapore.