By using or accessing the Services and/or Third Party Services, You agree to be bound by these BBM Terms of Service, including the attached Schedule(s) (collectively, the "Agreement") and our Privacy Policy at www.bbm.com/en/legal/privacy-policy.html, as may be updated and/or amended by CMW from time to time.

DEFINITIONS

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

"BBM Channels" is a social networking feature provided as part of the Services that, amongst others, enables You to connect with people, communities, and brands that interest You, extending Your network beyond Your family and friendship circle and that comprises one or more Channels.

"BBM Contacts" means other users of the Services who have been added to the contact list associated with Your user account and accessible on or through the Platform.

"BBM Content" means Content displayed on, provided or made available on or through the Platform.

"BBM Discover" is a feature provided as part of the Services that, amongst others, enables You to use Third Party Services.

"CMW", "we" and "us" mean Creative Media Works Pte. Ltd. whose registered office is at 238B Thomson Road, #17-05/08, Novena Square, Singapore 307685 – see www.bbm.com for further contact information.

"Channels" means the webpages or other landing pages on such part of the Platform created, registered for, managed and administered by individuals or companies or other entities in connection with brands, organizations, events or personalities.

"CMW Group of Companies" means: (i) CMW; and (ii) corporations anywhere in the world in which CMW has either legal, beneficial or equitable ownership (whether directly or indirectly) of at least fifty one percent (51%) of the issued share capital or voting rights or the right to control or cause (whether by vote, veto or otherwise) the direction of such number of members of the board of directors, governing body or decision making body constituting at least fifty one percent (51%) of the persons comprising such board of directors, governing body or decision making body, as the case may be.

"Content" means information and/or any other material (including data, databases, text, graphics, photographs, animations, audio, music, video, links, software or other content).

"Emergency Services" is defined in Section 8.

"ID Accessible Services" is defined in Section 4.d.

"Indemnitees" is defined in Section 14.

"Losses" is defined in Section 14.

"Marks" means the trademarks, service marks, trade names, icons and logos used and displayed on a Channel, identifying the brand, organization, event or personality which is the subject matter of such Channel.

"Minimum Age" is defined in Section 1.

"MoR" is defined in Section 7.a.

"Paid Services" is defined in Section 5.b.

“Part” is defined in Section 21.e.

"Party" means You or CMW, and "Parties" shall refer to both You and CMW.

"Password" means the valid password that is used in conjunction with the relevant User ID to access or use the Services and/or Third Party Services.

"Platform" means a software program known as “BBM” (or such other replacement name or additional name as may be prescribed by us from time to time) which, amongst others, allows You to chat and share Content in real-time with other users and groups of users, to create and publish Content to Your own Channel, follow Channels and use Third Party Services through BBM Discover.

"Prescribed Equipment" means the tablets and mobile devices prescribed by us that the Services and/or Third Party Services may be run or used on.

"Relevant Channel" is defined in Section 1.c of Schedule 1.

"Services" means collectively: (i) the Platform; and (ii) any of the Content, features, services and functions made available on or through the Platform by or on behalf of CMW, but shall not include Third Party Services.

"Subscribers" is defined in Section 1.f of Schedule 1.

"Third Parties Act" is defined in Section 22.a.

"Third Party Services" means the Content, features, services and functions which are made available on or through the Platform by persons or entities other than CMW or other members of the CMW Group of Companies.

"Usage Rules" is defined in Section 3.b.

"User ID" means the unique login identification name or code which identifies a user, and shall be deemed to include the "BlackBerry ID" and any other form of proprietary identification name or code.

"You" means: (i) you as an individual if you are using or accessing the Services and/or Third Party Services in your own personal capacity, or (ii) if you are using or accessing the Services and/or Third Party Services on behalf of a company or other entity, you and such entity for whose benefit you are using or accessing the Services and/or Third Party Services.

We are committed to maintaining the privacy and security of personal information. SEE OUR PRIVACY POLICY (REFERENCED ABOVE) AND SECTION 18 OF THIS AGREEMENT FOR INFORMATION ABOUT HOW WE PROCESS PERSONAL INFORMATION.

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OR EXCLUDE OUR LIABILITY TO YOU AND THAT OTHERWISE IMPACT YOUR LEGAL RIGHTS. UNLESS OTHERWISE EXPRESSLY PROHIBITED BY ANY APPLICABLE LAWS AND/OR REGULATIONS, THIS AGREEMENT MAY AFFECT YOUR STATUTORY RIGHTS APPLICABLE IN YOUR JURISDICTION.

This Agreement between You and CMW deals with, amongst others, the intellectual property in the Services and is deemed to have been entered into in Singapore.


1. ELIGIBILITY TO USE THE SERVICES AND/OR THIRD PARTY SERVICES

  1. In order to access or use the Services and/or Third Party Services, including obtaining a user account (including a User ID and Password), You must be at least 13 years of age (the "Minimum Age"), and either: (a) be at least 18 years of age or over the age of majority in Your jurisdiction, whichever is higher; or (b) possess legal parental or guardian consent for You to access or use the Services and/or Third Party Services and such parent or guardian’s agreement to procure Your compliance with this Agreement, be bound by this Agreement in his personal capacity as well on behalf of You, and take responsibility for Your actions and any charges associated with Your use of the Services and/or Third Party Services, and be fully able and competent to enter into this Agreement.

  2. In any case, You affirm that You are at least the Minimum Age as the Services, Third Party Services and user accounts are not intended for children under the Minimum Age. If You are under the Minimum Age or do not satisfy any other requirements specified in Section 1.a above, You are not permitted to access or use the Services and/or Third Party Services or obtain a user account.

  3. Some portions of the Services and/or Third Party Services, including the BBM Content, may be subject to additional age restrictions, and in such cases Your access to or use of such portions of the Services and/or Third Party Services may be limited.

  4. If You are entering into this Agreement on behalf of a company or other entity, You represent and warrant that You have the authority to enter into this Agreement on such company's or other entity's behalf.

  5. You also represent that to the best of Your knowledge You are: (i) eligible to access or use the Services and/or Third Party Services (including receiving any software that is provided by us as part of the Services) under applicable laws and regulations; (ii) not located in a country that is subject to an embargo or sanction imposed, or as may be imposed from time to time, by the U.S Government, Canadian Government or Singapore Government, or that has been designated, or as may be designated from time to time, by the U.S. Government, Canadian Government or Singapore Government as a "terrorist supporting" country; and (iii) not a prohibited, restricted or sanctioned party designated, or as may be designated from time to time, by the U.S. Government, Canadian Government or Singapore Government.

2. RULES FOR USING THE SERVICES AND/OR THIRD PARTY SERVICES

Without limiting Section 2.b and Section 14 below, in using or accessing the Services and/or Third Party Services, You must ensure that:
  1. the Services and/or Third Party Services are accessed or used in accordance with this Agreement and all notices, guidelines and operating rules and policies pertaining to the access to or use of the Services and/or Third Party Services which we may issue from time to time, and in compliance with all applicable laws and regulations (for example, if the use of any portion of the Services, such as video and/or voice calling is not permitted by applicable laws and/or regulations in Your jurisdiction, You may not use such portion of the Services);

  2. all information provided by or on behalf of You in the course of accessing or using the Services and/or Third Party Services, including when creating a user account, is true, accurate, current and complete, and You agree to update such information to keep it true, accurate, and complete for so long as You continue to access or use the Services and/or Third Party Services or user account or the user account referable to Your User ID and Password remains valid;

  3. if You access or use BBM Channels, You comply with the additional terms and conditions contained in Schedule 1 found at the end of this Agreement;

  4. if You access or use BBM Discover, You may need to accept and/or comply with additional terms and conditions before you can make use of the Third Party Services you wish to use.

  5. You will not knowingly take any action that interferes with, degrades or adversely affects the Services and/or Third Party Services, or any software, hardware, system, network, BBM Content or service used by any person in conjunction with the Services and/or Third Party Services, or otherwise has a detrimental effect upon the CMW Group of Companies, Internet service or mobile data service providers, or any of the CMW Group of Companies' or such service providers' customers or infrastructure or products or services, or any action potentially having such detrimental effect, and You will immediately cease any such activity upon request by us or upon You becoming aware of Your action having or potentially having such detrimental effect;

  6. the Services and/or Third Party Services, or any portion thereof, are not used to transmit, publish, post, upload, distribute, disseminate, communicate, display or otherwise make available any inappropriate, harassing, abusive, threatening, defamatory, libelous, slanderous, tortious, profane, obscene, unlawful, misleading, deceptive, offensive, indecent or otherwise objectionable Content or Content which infringes or misappropriates the intellectual property rights or other proprietary rights of another person or entity;

  7. the Services and/or Third Party Services, or any portion thereof, are not used to commit, attempt to commit, facilitate or attempt to facilitate the commission of, any crime or other illegal or tortious acts, including uploading, collecting, storing, publishing, posting, transmitting, distributing, disseminating, communicating, displaying or otherwise making available any Content that You do not have a right to upload, collect, store, publish, post, transmit, distribute, disseminate, communicate, display or otherwise make available;

  8. the Services and/or Third Party Services, or any portion thereof, are not used to upload, post, publish, transmit, distribute, disseminate, communicate, display or otherwise make available any Content that contains or may contain a virus or any other form of malicious, destructive or corrupting code, agent, program, macro or data that is likely or intended to have an adverse impact on, or provide unauthorized access to, the Services, Third Party Services or any other software, hardware, services, content or data, and if You become aware of the existence of any such Content, You shall promptly notify us;

  9. You do not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Services, including any Content made available to You as part of the Services, or Your entitlement to the Services or any part thereof, to any other person, without our prior express written permission or, where services or any Content is provided by someone other than us, without the prior express written permission of such provider.

  10. You do not attempt to gain unauthorized access to the Services and/or Third Party Services, or any part thereof, or any services, accounts, computer systems or networks connected to or accessible through the Services and/or Third Party Services, through hacking, password mining or any other means not intentionally made available by us and/or the relevant providers of the Third Party Services for Your specific use, or obtain or attempt to obtain any Content through any means not intentionally made available to You by us and/or the relevant providers of the Third Party Services; a breach of which may be an offence under the Computer Misuse & Cybersecurity Act of Singapore and other similar laws in any other applicable jurisdictions;

  11. the Services and/or Third Party Services, or any portion thereof, (including Content obtained therefrom) are not used to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity, or to create a false identity to mislead others, including phishing and spoofing, or which results in an unexpected, deceptive or unfair experience by others;

  12. You do not use the Services and/or Third Party Services for the purposes of developing, or assisting anyone in developing, a competitive product or service or for other competitive purposes, for the purposes of monitoring the availability, performance, or functionality of the Services and/or Third Party Services, or for benchmarking purposes;

  13. You do not use any software, devices, scripts or other means to "scrape", "crawl" or "spider" any part of the Services and/or Third Party Services and do not use bots or other automated methods to access the Services and/or Third Party Services, invite contacts, send or redirect messages, or perform similar activities unless expressly permitted by us;

  14. You agree that You will not: (i) copy, sell, resell, assign, license, distribute, transmit, publicly display, rent, lease, transfer, lend, export, offer on a "pay-per-use" basis, publish or otherwise reproduce or make available; and/or (ii) alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, localize, port or reverse engineer (or otherwise attempt to convert any of the software into human readable form), the Services and/or Third Party Services or any part thereof in any form by any means, or attempt to do so, or acquiesce, authorize or encourage any other party to do the same; and

  15. You cooperate with us, and provide information requested by us, to assist us or our designees in investigating or determining whether there has been a breach of this Agreement and provide us, our designees or our appointed independent auditors with access to the premises and equipment where the Services and/or Third Party Services are or have been used and to any associated records. In addition, You hereby authorize the CMW Group of Companies to cooperate with: (i) law enforcement authorities in investigations (including the investigation of suspected criminal violations) or other regulatory authorities and other governmental agencies in investigations; (ii) third parties in investigating acts in violation of this Agreement; and (iii) system administrators of the relevant Internet service or mobile data service providers, networks or computing facilities in investigations. Such cooperation may include us disclosing Your User ID, IP address, and other personal information, without giving prior notice to You.


3. YOUR CONTENT AND CONTENT PROVIDED BY US AND THIRD PARTIES

  1. Your Content. This Agreement does not transfer to us any ownership of Content that You transmit, publish, post, upload, distribute, disseminate, communicate, display or otherwise make available on or through the Platform. However, in order for us to provide the Services, You grant to us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free and non-exclusive license to host, transmit, use, store, copy, distribute, reproduce, modify, adapt, reformat, create derivative works of, publicly perform, and publicly display, in connection with any of the following:

    1. the Services (including as is reasonable to provide and maintain the Services); and/or

    2. for the purposes of: (1) improving the Services and developing new features, service and functions; and/or (2) promoting BBM Channels and/or other portions of the Services, any Content that You transmit, publish, upload, post, distribute, disseminate, communicate, display or otherwise make available on or through the Platform. By way of example, if You post Content to a Channel, the above license gives us permission to use, reproduce, distribute, modify, adapt, publicly perform and publicly display such Content within the applicable Channel. You warrant and covenant to us that You have the right to grant to us such licenses. You shall not submit any Content which infringes or may infringe the intellectual property rights or other proprietary rights of third parties.

  2. Your Right to Use Content. All intellectual property rights in BBM Content (other than the Content transmitted, published, posted, uploaded, distributed, disseminated, communicated, displayed or otherwise made available by You) belong to us and/or other members of the CMW Group of Companies, unless otherwise indicated. You may access such BBM Content solely for Your personal or internal use and in accordance with this Agreement and the specific license terms and conditions applicable to such content ("Usage Rules"), if any, and provided that You retain and do not remove, obscure or destroy, all copyright, trade secret, proprietary or confidential legends or marking contained on such BBM Content. Usage Rules will be detailed in the documentation for the applicable portion of the Services, which You should familiarize Yourself with and review from time to time as prospective changes may be made. Where the Services allow You to acquire the right to use certain content through in-app downloading or purchase, Usage Rules may be contained in the descriptions of the relevant content or presented as part of the download or purchase process. Unless expressly stated otherwise in the applicable Usage Rules, emoticons and similar content provided by us as part of or for use in conjunction with the Services may only be reproduced and distributed in conjunction with Your use of the Services (e.g. adding emoticons to messages sent to Your BBM Contacts) and may not otherwise be reproduced or distributed or used for commercial purposes. With respect to Content posted in Channels, please review Schedule 1 to this Agreement for additional terms.

  3. Possible Exposure to Offensive Content. We do not control the BBM Content or other Content that is transmitted, published, posted, uploaded, distributed, disseminated, communicated, displayed or otherwise made available to You by others in connection with Your access to or use of the Services, or any Third Party Services. You understand that by accessing or using the Services and/or Third Party Services, You may be exposed to Content that is, or that You consider to be, inappropriate, harassing, abusive, threatening, defamatory, libelous, slanderous, tortious, profane, obscene, unlawful, misleading, deceptive, offensive, indecent or otherwise objectionable. We and our designees have the right (but not the obligation) in our and their sole discretion to pre-screen, refuse, or remove from the Services, any Content transmitted, published, posted, uploaded, distributed, disseminated, communicated, displayed or otherwise made available by You or any third party. For example, we may filter or remove Content posted to Channels that we consider to be in violation of this Agreement. In addition to the general disclaimers in Section 16, we do not guarantee or provide any other similar assurance regarding the accuracy, integrity, or quality of, and are not liable for any such content.

  4. Controls and Adult Supervision. Portions of the Services or Third Party Services, or Your device software may include settings that permit You to block or filter certain Content, services or persons. It is Your responsibility to select and enable such settings to Your desired preference. With respect to settings made available by us, we do not guarantee that such settings are error-free, will block all relevant Content, services or persons, or cannot be disabled or circumvented by third parties, including third parties who have access to the Services, Third Party Services or Your device). If You allow Your child to access or use the Services and/or Third Party Services, or any portion thereof, it is Your responsibility to determine whether the Services, Third Party Services and/or Content is appropriate for Your child, and You are fully responsible for Your child's access thereto and use thereof, including all financial charges or other liability incurred in respect of such use or access.

  5. Volume and Storage Limitations. We may establish general practices and limits concerning access to or use of the Services and/or Third Party Services, including the volume of Content that may be stored, the maximum period of time during which Content, including message/discussion postings, will be retained in connection with the Services and/or Third Party Services (including retention using any cloud storage service), and/or the period of time during which You may continue to use or access any Content. You agree that we have no responsibility or liability whatsoever for the loss or deletion of, the unauthorized access to, or the failure to store, any Content and You should keep an alternative back-up copy of any Content for which retaining a copy is important for You.

  6. Feedback. We welcome Your feedback regarding the Services, but we will need to be able to freely use such feedback to improve the Services. Therefore, by submitting Your feedback and unless we otherwise agree with You in writing, You hereby agree that we own all feedback, comments, suggestions, ideas, concepts, changes or other information that You provide to us regarding the Services and all associated intellectual property rights. You hereby assign (including the present assignment of rights created in the future) to us all of Your right, title and interest in and to such content (including derivatives thereof) throughout the world in perpetuity. You will not provide us any feedback that You know or reasonably believe to be subject to or infringes third party intellectual property rights or other proprietary rights. You agree to cooperate fully with us with respect to signing further documents and doing such other acts as are reasonably requested by us to confirm that we own the feedback and any derivatives thereof and to enable us to register, perfect, enforce and/or protect any associated intellectual property rights and/or confidential information.


4. SECURITY, ACCOUNTS AND PASSWORDS

  1. If You request to create a user account with us, a User ID and Password may either be: (i) determined by and issued to You by us; or (ii) provided by You and accepted by us in our sole and absolute discretion in connection with the use of and/or access to the Services. We may at any time in our sole and absolute discretion forthwith invalidate the User ID and/or Password without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused to You or arising out of or in connection with or by reason of such invalidation.

  2. Use of Accounts and Passwords. You agree that any access to or use of the Services and/or Third Party Services and any making available of Content on or through the Platform, which are referable to the User ID and Password assigned to You shall be deemed to be: (i) access to or use of the Services and/or Third Party Services by You; and (ii) Content made available by You, and that You shall be bound by any access or use (whether such access or use is authorized by You or not) referable to such User ID and Password and be responsible for all activities that occur through Your user account, including all financial charges or liability incurred in respect of such activities. We shall be entitled (but not obliged) to act upon, rely on or hold You solely responsible and liable in respect thereof as if the same were carried out or transmitted by You.

  3. Security. You agree to change Your Password from time to time and to keep the User ID and Password confidential and shall be responsible for the security of Your user account and liable for any disclosure or use (whether such use is authorized or not) of the User ID and/or Password. If You become aware of any unauthorized use of all or any portion of Your user account, including any User ID and Password, You should contact BBM Customer Support promptly (contact information located at help.bbm.com/en/support/tickets/new). We may take such actions that we deem appropriate following receipt of such notification, but have no obligation to take any action. You agree that notifying us as set out above does not relieve You of responsibility for any activity that occurs through Your user account.

  4. Accessing Other Services. Your user account credentials (including User ID and Password, as applicable) can also be used by You to access other products or services that utilize such user account credentials and that You are eligible to access ("ID Accessible Services"). Unless You and CMW agree to other terms and conditions governing Your use of Your user account credentials, including use in association with ID Accessible Services, You agree that the terms and conditions of this Agreement relating to user accounts also apply to the use of Your user account credentials with ID Accessible Services; including without limitation, Sections 1, 2, 5, 7, 9, 11 to 19 and this Section 4.


5. LICENSE TO USE THE SERVICES

  1. License. Subject to the terms and conditions of this Agreement and without prejudice to Section 3(b), we grant to You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services on Prescribed Equipment (and not on any other hardware, machine or equipment), including any software provided by us as part of the Services, for Your own internal or personal use. Portions of the Services may require You to obtain and use other software in order to access or use such portions of the Services and You are permitted to install and use such software on Prescribed Equipment for use in conjunction with the Services, or if expressly permitted by the usage rules governing the third party digital storefront (e.g. iTunes Store for iOS versions of the software) from which You acquired such software, the number of devices expressly permitted by such rules. The software is licensed and not sold under this Agreement. The trademarks, logos, and service marks displayed on or through the Platform are registered and unregistered trademarks, logos and service marks of us and where applicable, other third party proprietors identified on or through the Platform. No right or license is given to You accessing or using the Services to download, reproduce or use any such trademarks, logos and service marks.

  2. Fees and Subscriptions. Fees may apply to some portions of the Services (such portions to be referred to as "Paid Services") and Your access to or use of the Paid Services is conditional upon payment of the applicable license fees. If You are acquiring a license to a Paid Service on a subscription basis or as part of a free trial, then the license set out in Section 5(a) above with respect to such Paid Services is valid only for the time period for which You have paid the requisite subscription fees or for the time period authorized by us, as the case may be. You are not acquiring any proprietary rights in the software. Service charges may be charged by Your Internet service or mobile data service provider in connection with Your access to or use of the Services and/or Third Party Services, and You agree that as between You and us, You are responsible for all service charges incurred through such access or use. Your Internet service or mobile data service provider may limit which Services and/or Third Party Services are made available to You. If You wish to obtain information about Your Internet service or mobile data service provider's service charges or limitations on which Services and/or Third Party Services are made available to You, please contact Your Internet service or mobile data service provider.

  3. Updates and Upgrades. Upgrades or updates of the Services, including software, may be made available at our discretion from time to time. The software or the software application store that makes the software available for download may include functionality to automatically check for updates or upgrades to the software, and unless Your device software permits You to preclude the transmission or use of upgrades or updates and You apply such settings, You hereby agree that we, or the applicable software application store, may (but are not obligated to) provide notice to You of the availability of such upgrades or updates and automatically push such upgrade or update to Your device from time to time. You may be required to install certain upgrades or updates to the software in order to continue to access or use the Services, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to You by us under this Agreement shall be considered part of the Services. For the avoidance of doubt, we shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Services, including any updates, patches, bug-fixes and/or upgrades to the Platform or any new versions and/or releases of the Platform which incorporate new features or functions.

  4. Additional Terms. You may be required to agree to additional terms or conditions prior to accessing or using certain portions of the Services and/or Third Party Services or when acquiring Content from within the Services (e.g. digital goods). In addition, to the extent that any third party component of the software provided by us is covered by additional terms and conditions that provide You with rights to use, copy, distribute or modify all or a part of such third party component that are broader than the rights granted to You under this Agreement for software (e.g. "open source" software), then, solely to the extent that You can exercise such broader rights without breaching the terms or conditions of this Agreement for the remainder of the software, You will obtain the benefit of such broader rights.


6. THIRD PARTY PRODUCTS AND SERVICES

The Services may, e.g. through BBM Discover, contain links to other websites or content that are owned or operated by third parties and are outside of the Platform or otherwise make available third party products and services. The availability of such links and third party products and services does not imply any endorsement or verification by us and You are solely responsible for and assume all risk arising from Your access to or use of any such links and third party products and services. You are also responsible for understanding and complying with any agreement You enter into with a third party with respect to such other website or content or third party products or services, including its privacy policy.

While we make available Third Party Services, which may include services offered in BBM Discover, and Content that You transmit, publish, post, upload, distribute, disseminate, communicate, display or otherwise make available on or through the Platform, we neither endorse nor assume any responsibility or liability for such Content, features, services and functions, or for any actions taken in reliance thereon or use thereof, and the relevant providers (including You) are solely responsible therefor.

WE ARE NOT RESPONSIBLE FOR OR LIABLE IN ANY WAY FOR ANY LOSS. DAMAGE, LIABILITY, CLAIM, COST OR EXPENSES (INCLUDING REASONABLE LAWYERS’ FEES AND COSTS) OF ANY SORT SUFFERED OR INCURRED IN RELATION TO OR AS A RESULT OF YOUR DEALINGS WITH SUCH THIRD PARTIES AND/OR THIRD PARTY SERVICES, WHETHER OR NOT THIS THIRD PARTY SERVICE WAS ENGAGED THROUGH BBM DISCOVER, AND WITHOUT LIMITING THE FOREGOING, UNLESS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAWS AND/OR REGULATIONS, YOU SPECIFICALLY AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR, ANY VIRUSES, ANY ERRORS, DELAYS, OMISSIONS, INACCURACIES, FALSEHOODS, OR ANY INAPPROPRIATE, HARRASSING, ABUSIVE, THREATENING, DEFAMATORY, LIBELOUS, SLANDEROUS, PROFANE, OBSCENE, INDECENT, TORTIOUS, OFFENSIVE,UNLAWFUL, MISLEADING, DECEPTIVE, OFFENSIVE, INDECENTOR OTHERWISE OBJECTIONABLE THIRD PARTY CONTENT , OR ANY THIRD PARTY PRODUCT OR SERVICE THAT INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OR OTHERPROPRIETARY RIGHTS OF, COLLECTS, USES OR DISCLOSES PERSONAL DATA IN A MANNER WHICH IS NON-COMPLIANT WITH THE PERSONAL DATA PROTECTION ACT 2012 OF SINGAPORE OR OTHER SIMILAR LAWS, OR OTHERWISE VIOLATES THE PRIVACY OR PUBLICITY RIGHTS OF, YOU OR ANOTHER PERSON OR ENTITY. Your recourse in the event of any such claim with respect to any third party products or services, including third party content and Third Party Services, is solely against the relevant third party. In no event will any agreement between You and any third party be binding on us or impose upon us any additional obligations, or any obligations inconsistent with the terms and conditions of this Agreement.


7. MODIFICATION OR DISCONTINUANCE OF THE SERVICES AND THIRD PARTY SERVICES

  1. Modification or Discontinuance of the Services and/or Third Party Services. You agree that we may, without liability to You, modify, suspend, discontinue, alter, remove, place limits on, or disable the Services and/or Third Party Services, or any portion thereof, at any time, temporarily or permanently, with or without notice to You; provided that, in the event of permanent discontinuation of a Service or Third Party Service, or a portion thereof for which You have paid a fee to be able to use such Service or Third Party Service, or such portion thereof, for a specific portion of time and You are not in breach of this Agreement, You may be entitled to a refund of all or a portion of the amount You paid for the right to use such Service or Third Party Service, or such portion thereof, pursuant to and in the manner set forth in the then current refund policy (if any) for such Service or Third Party Service, or such portion thereof, or the applicable terms (if any) of the merchant of record ("MoR") or payment processor to whom You paid the fees. Such refund, if any, will be Your exclusive entitlement and our, and the MoR's and payment processor's, sole liability to You in the event of such permanent discontinuation of a Service or Third Party Service, or a portion thereof.

  2. Maintenance. Without limiting the foregoing, we reserve the right to, and You agree that we may in our sole discretion, periodically suspend access to or use of the Services and/or Third Party Services, or any portion thereof, or otherwise take the Services and/or Third Party Services, or any portion thereof, out of operation, in order fix software bugs, install updates and do diagnosis and other maintenance of the Services and/or Third Party Services, or any portion thereof.


8. EMERGENCY SERVICES

The Services and/or Third Party Services are not interconnected with a public switched telephone network (PSTN), do not use telephone numbers to communicate with other devices, and are not designed or intended to be a replacement for Your ordinary mobile or fixed line telephone, and You acknowledge that they are not able to be used to place calls to "911", "112", "999", "000" or other designated numbers intended to connect a user to public safety answering points or similar emergency services pursuant to local telecommunications laws ("Emergency Services"). Calls to Emergency Services are not processed through the Services and/or Third Party Services. You understand and agree that additional arrangements, separate from the Services and/or Third Party Services, must be made to access Emergency Services, and that the CMW Group of Companies, and their respective officers, directors, employees, agents and representatives shall have no responsibility or liability whatsoever for any personal injury, death or damages arising out of or in connection with the inability to access Emergency Services through the Services and/or Third Party Services.


9. INTELLECTUAL PROPERTY

Under this Agreement You do not acquire any ownership right, title or interest in or to any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright, database rights or rights in any confidential information or trade-secrets, in or relating to the Services, or any part thereof, including Content that is made available by the CMW Group of Companies and their content / service providers as part of the Services. Any rights not expressly granted herein are expressly reserved. The Services are protected by Singaporean, Indonesian, Canadian, U.S. and international copyright and patent laws and international treaty provisions. There are severe penalties, both civil and criminal, for intellectual property infringement. You agree that nothing in this Agreement shall adversely affect any rights and recourse to any remedies, including to injunctive relief or such equivalent remedy in Your jurisdiction, that we may have under any applicable laws and/or regulations relating to the protection of intellectual property or other proprietary rights.


10. EXPORT, IMPORT AND USE RESTRICTIONS AND U.S. GOVERNMENT LICENSES

The software provided by us as part of the Services may include cryptographic technology and You agree that it may not be exported, imported, used, transferred, or re-exported except in compliance with the applicable laws and regulations of the relevant government authorities. You hereby represent that You will not use the software in the development, production, handling, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or their missile delivery systems, or of materials or equipment that could be used in such weapons or their missile delivery systems, or resell or export to anyone or any entity involved in such activity. Notwithstanding any agreement with a third party or any provision of law, regulation or policy, if You are any agency of the government of the United States of America, then Your rights in respect of the software shall not exceed the rights provided under this Agreement, unless expressly agreed upon by us in a written agreement between You and us and signed by our Chief Operating Officer or Chief Executive Officer.


11. TERM

This Agreement shall be effective upon Your agreeing to be bound by the terms and conditions of this Agreement (as described in the preamble above) and shall continue in effect until terminated in accordance with Section 12.


12. TERMINATION

  1. Termination by You. You may terminate this Agreement at any time by deleting your BBM account or in the manner prescribed by us from time to time.

  2. Suspension or Termination by Us. In addition to any other rights or remedies we have under this Agreement, we may terminate or suspend this Agreement (which may involve us suspending or terminating Your user account, deleting all files, programs, data, messages, content and other information associated with Your user account, ceasing to provide You with access to or allow You to the use of any or all of the Services and/or Third Party Services, and terminating all rights (including the licenses) granted to You hereunder) promptly and without prior notice if: (i) we reasonably believe You have violated this Agreement, or any addendum or additional terms that govern the use of the Services and/or Third Party Services; (ii) You have failed to pay any amounts owing when due; or (iii) Your user account has not been used to access the Services for at least six (6) months. Except as expressly provided herein, we shall not have any liability to You arising from or related to the suspension or termination of this Agreement, or any rights or licenses granted herein, in accordance with this Agreement. If You are a resident of Indonesia, You hereby waive the provisions of Article 1266 of the Indonesian Civil Code to the extent that a court order or judgment shall not be required for the termination of this Agreement in accordance with its terms.


13. EFFECT OF TERMINATION OR EXPIRATION

Upon termination of this Agreement, howsoever caused, or if Your subscription for Paid Services, or portion thereof, expires or is terminated: (a) You will immediately discontinue all use of the Services and Third Party Services, or in the case where this Agreement is not terminated but Your right or license to use such Paid Services expires or is terminated, You will immediately discontinue all use of such Paid Services; and (b) we will have the right to block any transmission of data to and from the Services, Third Party Services or such Paid Services, without notice to You. Where this Agreement is terminated and without prejudice to other rights reserved to us (including in relation to volume and storage limitation), You authorize us to delete any files, programs, data, messages, content and other information associated with Your user account, or applicable portion thereof, without notice to You. You will remain liable for all amounts due up to and including the effective date of termination or expiration in relation to such Paid Services, including amounts charged to Your authorized mode of payment. In the event of the termination of this Agreement by us pursuant to provisions of this Agreement, You will pay to us all fees (including reasonable lawyers' fees and costs) and related expenses expended or incurred by us in the enforcement of our rights hereunder.


14. RESPONSIBILITY FOR YOUR ACCESS TO OR USE OF THE SERVICES AND/OR THIRD PARTY SERVICES

You are responsible for Your access to or use of the Services and/or Third Party Services, e.g. through BBM Discover, including Your transmission, publication, uploading, posting, distributing, disseminating, communicating, displaying or otherwise making available of Content on or through the Platform and all other activities in connection with such access or use. If You are a company or other entity, You agree that You are responsible for, and agree to be bound by, the activities of Your employees, agents and any other persons authorized or purporting to be authorized to access or use the Services and/or Third Party Services on Your behalf. You agree to be responsible for, and to compensate, defend, indemnify and hold harmless CMW, other members of the CMW Group of Companies, and their respective officers, directors, employees, suppliers, successors, agents, representatives, assigns and independent contractors (collectively referred to as “Indemnitees”), for any damages, losses, liabilities, claims, costs or expenses (including reasonable lawyers' fees and costs) ("Losses") suffered or incurred by them in relation to or arising from Your access to or use of the Services and/or Third Party Services, including any breach by You of this Agreement or any addendum or additional terms that govern the use of the Services and/or Third Party Services, including any Losses arising from claims or proceedings brought by a third party. No remedy provided under this Section is intended to be, nor shall it be construed to be, exclusive of any other remedy provided to the Indemnitees under this Agreement or as allowed by law or in equity to the Indemnitees, and all such remedies shall be cumulative.


15. WARRANTY; DISCLAIMER

THE LAWS OF SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTIES, CONDITIONS, ENDORSEMENTS, GUARANTEES, ASSURANCES OR REPRESENTATIONS IN CONTRACTS WITH CONSUMERS AND TO THE EXTENT YOU ARE A CONSUMER THESE EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Services. We do not make any promises or warranties about the Services and in particular do not warrant or provide any other similar assurance that:

    1. Your use of the Services will be uninterrupted, secure, or error-free or continually be made available;

    2. the Services, including messages and other Content, sent by You or to You or stored by or on behalf of You, will be free from loss, corruption, attack, viruses or other malicious, destructive or corrupting code, agent, program, macro or data, interference, hacking, or other security intrusion, or will be accurate, transmitted in uncorrupted form, or transmitted within a reasonable period of time; or

    3. the Services will meet Your requirements, including the accuracy, timeliness, adequacy or completeness of BBM Content.

  2. General Warranties

    1. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY SET OUT HEREIN, UNLESS OTHERWISE EXPRESSLY PROHIBITED BY ANY APPLICABLE LAWS AND/OR REGULATIONS, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, ASSURANCES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, ASSURANCES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM VIRUSES OR OTHER MALICIOUS, DESTRICTIVE OR CORRUPTING CODE, AGENT, PROGRAM, MACROS OR DATA, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, ENDORSEMENTS, ASSURANCES OR GUARANTEES OF ANY KIND, EITHER STATUTORY, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

    2. Unless otherwise expressly prohibited by any applicable laws and/or regulations, any implied warranties, endorsements, guarantees, assurances, representations, or conditions relating to the software that is provided by us as part of the Services, to the extent they are prohibited from being excluded as set out above by any applicable laws and/or regulations, are hereby limited to ninety (90) days from the date You first installed the software on Your device which is a Prescribed Equipment.

    3. If You are a resident of Indonesia, You hereby expressly waive any other applicable remedies that You may have under Indonesian law.

  3. Mission Critical Applications. THE SERVICES AND ANY PART THEREOF, ARE NOT SUITABLE FOR USE FOR MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS OR ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS OR PERFORMANCE. WITHOUT LIMITING THE GENERAL DISCLAIMER OF DAMAGES IN SECTION 16.b, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, LOSSES, LIABILITIES, CLAIMS, COSTS OR EXPENSES (INCLUDING REASONABLE LAWYERS' FEES AND COSTS) SUFFERED OR INCURRED IN RELATION TO OR RESULTING FROM YOUR USE OF THE SERVICES, OR ANY PART THEREOF, FOR MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS OR ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS OR PERFORMANCE, WHETHER OR NOT SUCH DAMAGES, LOSSES, LIABILITIES, CLAIMS, COSTS OR EXPENSES WERE FORESEEN OR UNFORESEEN, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, LIABILITIES, CLAIMS, COSTS OR EXPENSES.

  4. Software Acquired from iTunes Store. With respect to any software provided as part of the Services and acquired from the Apple iTunes Store (for example, the Platform), in the event of any failure of the software to conform to any applicable warranty, You may notify the relevant Apple entity and, in accordance with Your agreement with such Apple entity, such Apple entity will refund the purchase price, if any, that You paid for Your copy of the software, and such Apple entity will have no other responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any applicable warranty.


16. LIMITATIONS OF LIABILITY

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL, INDIRECT, OR OTHER DAMAGES IN CONTRACTS WITH CONSUMERS AND TO THE EXTENT YOU ARE A CONSUMER THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

  1. UNLESS OTHERWISE EXPRESSLY PROHIBITED BY ANY APPLICABLE LAWS AND/OR REGULATIONS AND SUBJECT TO THE SPECIFIC REMEDIES SET OUT IN THIS AGREEMENT, IN NO EVENT SHALL WE BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES, LOSSES OR EXPENSES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, MORAL OR AGGRAVATED DAMAGES; DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY; CORRUPTION OR LOSS OF DATA OR BREACHES OF DATA SECURITY, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE SERVICES OR RESULTING FROM ANY ALTERATIONS OR ATTEMPTED ALTERATIONS TO THE SERVICES, OR ANY PORTION THEREOF, BY ANYONE; LOSS OF THE USE OF THE SERVICES OR ANY PORTION THEREOF OR OF ANY THIRD PARTY SERVICES OR ANY SERVICES, PRODUCTS, INFORMATION, DATA, SOFTWARE OR OTHER MATERIAL OBTAINED OR DOWNLOADED FROM THE PLATFORM OR LINKED WEBSITES OR FROM ANY OTHER THIRD PARTIES; DOWNTIME COSTS, COST OF SUBSTITUTE GOODS; COSTS OF COVER, FACILITIES, OR SERVICES; COST OF CAPITAL, OR OTHER SIMILAR PECUNIARY LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES DIRECTLY OR INDIRECTLY, INCLUDING THE USE, INABILITY TO USE, THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, WHETHER OR NOT SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEN OR UNFORESEEN, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. In no event shall CMW be liable to You, or any other party, for any Losses suffered or incurred by You in relation to or arising from: (i) Your use, access, download or installation of, or the inability to use, access, download or install, the Services or Third Party Services (including any financial charges or other liability incurred in connection therewith); and/or (ii) sales, customs and/or import or export taxes

  2. Unless otherwise expressly prohibited by any applicable laws and/or regulations, in no event shall our liability to You for a single incident arising under this Agreement exceed the greater of: (i) the amount paid by You for the Services in the 3 months preceding the incident; and (ii) 5 United States dollars. In no event shall our aggregate liability to You under this Agreement exceed the greater of: (i) the amount paid by You for the Services provided hereunder in the 12 months preceding the applicable incident; and (ii) 5 United States dollars.

  3. Unless otherwise expressly prohibited by any applicable laws and/or regulations, to the extent we are liable to You hereunder, we shall only be liable for damages incurred during the period of such failure, delay, or non-performance of the Services.

  4. Nothing in this Section limits our liability to You in the event of death or bodily injury to the extent resulting directly from our negligence; provided that any damages payable by us shall be reduced to the extent of Your or another's contribution.

  5. UNLESS OTHERWISE EXPRESSLY PROHIBITED BY ANY APPLICABLE LAWS AND/OR REGULATIONS, EACH PARTY SHALL BE LIABLE TO THE OTHER ONLY AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER WHETHER IN CONTRACT OR TORT OR UNDER STATUTE OR OTHERWISE.

  6. UNLESS OTHERWISE EXPRESSLY PROHIBITED BY ANY APPLICABLE LAWS AND/OR REGULATIONS, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL: (i) APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION BY YOU INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, TORT, STRICT LIABILITY, STATUTE, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY; (ii) SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; (iii) NOT APPLY TO MISAPPROPRIATION OR INFRINGEMENT BY YOU OF OUR INTELLECTUAL PROPERTY OR A BREACH OF THE SECTIONS OF THIS AGREEMENT ENTITLED: "RULES FOR USING THE SERVICES AND/OR THIRD PARTY SERVICES" (SECTION 2), "LICENSE TO USE THE SERVICES" (SECTION 5), "INTELLECTUAL PROPERTY" (SECTION 9), AND "EXPORT, IMPORT AND USE RESTRICTIONS AND U.S. GOVERNMENT LICENSES" (SECTION 10); AND (iv) APPLY IN THE AGGREGATE, TO CMW AND OTHER MEMBERS OF THE CMW GROUP OF COMPANIES, AND THEIR SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, AGENTS, REPRESENTATIVES AND INDEPENDENT CONTRACTORS.

  7. IN NO EVENT SHALL ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE, SUPPLIER, OR INDEPENDENT CONTRACTOR (EXCEPT AS SET OUT ABOVE) OF ANY OF THE CMW GROUP OF COMPANIES, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT.

  8. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS: (i) THE FEES AND OTHER TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT; AND (ii) OUR ABILITY TO OFFER AND YOUR ABILITY TO USE THE SERVICES UNDER THIS AGREEMENT AND/OR OUR ABILITY TO MAKE THIRD PARTY SERVICES AND CONTENT ACCESSIBLE THROUGH THE SERVICES WOULD BE IMPACTED.


17. USER DATA

You consent and agree that the CMW Group of Companies may collect, use, access, preserve, disclose and/or process Your data, including personal information, contents of Your communication, or information about Your use of the Services, Third Party Services and the services or software and hardware utilized in conjunction with such Services and Third Party Services (including the installation and/or use of software, or associated Internet service or mobile data services, or the creation of a User ID), where available to us, to third parties, including foreign or domestic government entities, without providing prior notice to You in order to: (i) comply with legal process or enforceable governmental request, or as otherwise required by law; (ii) cooperate with third parties in investigating acts in violation of this Agreement; or (iii) cooperate with system administrators of the relevant Internet service or mobile data service providers, networks or computing facilities in investigations. Where You disclose personal information of third parties to us, You represent and warrant that You are authorized to provide such personal information to us and that You have obtained all prior consents necessary under applicable laws and regulations to disclose such personal information to the CMW Group of Companies and for the CMW Group of Companies to collect, use, access, preserve disclose and/or process such personal information in accordance with this Agreement and the Privacy Policy, and for the relevant purpose(s) for which You made the disclosure or as was notified to You at the relevant time.


18. ASSIGNMENT AND DELEGATION

We may assign this Agreement without prior notice to You. You shall not assign this Agreement in whole or in part without our prior written consent (such consent may be withheld or conditioned at our discretion) and any assignment without our prior written consent shall be null and void and of no effect. We may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by our contractors or subcontractors.


19. NOTICES

Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to You at the address supplied to us by You, or addressed to CMW at our registered office address, marked Attention: Legal Department, as the case may be. In addition to the foregoing, we may, at our option, give You any notice under this Agreement electronically. Electronic notice to You shall be deemed to have been duly given when transmitted to an email address furnished by You to us in the manner we may prescribe from time to time and if You have not provided us with an email address, notice may be duly given when prominently posted on BBM Legal Documents.


20. FORCE MAJEURE

Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfil its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing non-performance of any obligation by either Party to make payment to the other Party under this Agreement.


21. GENERAL

  1. Third Party Beneficiaries. The other members of the CMW Group of Companies (i.e. other than CMW), and the CMW Group of Companies’ respective directors, officers, employees, agents and representatives are intended third party beneficiaries for the purpose of the Sections of this Agreement entitled, "Your Content and Content Provided by Us and Third Parties" (Section 3), "Emergency Services" (Section 8), "Responsibility for Your Access to or Use of The Services and/or Third Party Services" (Section 14), "Warranty; Disclaimer" (Section 15) and "Limitations of Liability" (Section 16) and Schedule 1, as if each was a party to this Agreement, in accordance with this Section and the provisions of the Contracts (Rights of Third Parties) Act of Singapore or other similar laws (the "Third Parties Act"). Except as otherwise specifically stated in this Agreement, any person or entity who is not a party to this Agreement has no rights under this Agreement or the Third Parties Act to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of this Agreement.

  2. Waivers of Default. No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the Party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

  3. Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation, expiration or termination of this Agreement, including, Sections 3(a) and 14.

  4. Governing Law and Dispute Resolution. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF SINGAPORE, EXCLUDING ANY BODY OF LAW GOVERNING CONFLICTS OF LAW. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement.

    The Parties hereby submit to the exclusive jurisdiction of the Singapore courts. No dispute between the Parties, or involving any person but You, may be joined or combined together, without our prior written consent. Nothing in the foregoing shall prevent either Party from seeking injunctive or other legal or equitable relief in any court of competent jurisdiction for any breach of this Agreement (including Your breach, misappropriation or other infringement of our confidential information, intellectual property or other proprietary rights), or to preserve the Parties’ respective rights, or in aid of any court proceedings.

  5. Severability. To the extent any section, clause, provision or sentence or part thereof ("Part") of this Agreement is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that Part will not affect: (i) the legality, validity or enforceability of the remaining Parts of this Agreement; or (ii) the legality, validity or enforceability of that Part in any other jurisdiction, and that Part will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.

  6. Language. If this Agreement is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments.

  7. Entire Agreement. This Agreement (which for the purposes of any addenda hereto, shall in relation to the subject matter of that addenda, include the terms of the addenda), constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the Services other than as set out in this Agreement. Notwithstanding the foregoing, other agreements between the Parties may govern the use of certain portions of the Services. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement.

  8. Modifications to Agreement. Except to the extent that we are expressly precluded by applicable law or by a written agreement between You and CMW, we reserve the right to, within our sole discretion, make changes to this Agreement on a prospective basis, including to reflect changes in or required by law, new features, or changes in business practices. The most current version of this Agreement will be posted at BBM Legal Documents and You should regularly review that site for the most current version of this Agreement. If the changes include material changes to this Agreement that affect Your rights or obligations, we will provide You with notice of the changes by providing You with notice using reasonable means of providing notice, which could include any of the following: electronically (as contemplated by the Notice provision above); by posting notice of the change to any of our Channels; by sending You or posting notice within the Services, or by posting notice of the change at www.bbm.com/en/legal/terms-of-service.html. If You continue to use the Services or Third Party Services after the changes become effective (as noted on www.bbm.com/en/legal/terms-of-service.html or in any other notice provided to You), then You shall be deemed to have accepted those changes. Additionally, when we update or upgrade the Services, You may be required to agree to the most current version of this Agreement in the course of accessing the updated or upgraded Services. Without prejudice to the generality of Section 22(a) above, CMW’s rights to rescind or modify this Agreement in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to this Agreement.

  9. Extended Meanings. The term "includes" or "such as" shall be construed as meaning "includes without limitation" and "such as without limitation", as the case may be.


Schedule 1

BBM CHANNELS ADDITIONAL TERMS

The BBM Terms of Service, as supplemented and amended by these BBM Channels Additional Terms applies to Your use of BBM Channels, and is referred to in this Schedule as the "BBM Channels Terms". In the event of a conflict between the BBM Terms of Service and these BBM Channels Terms, these BBM Channels Terms will prevail to the extent of such conflict.

Any capitalized terms in BBM Channels Terms that are not defined below have the meaning set out in the BBM Terms of Service.


1. CREATING A BBM CHANNEL.

  1. By Authorized Representatives. Subject to these BBM Channels Terms, You may use BBM Channels to create, register for, manage and administer a Channel that features a brand, organization, event or personality with respect to which You are an authorized representative (such Channel to be referred to as "Official Channel"). BY CREATING, REGISTERING FOR, MANAGING AND ADMINISTERING A OFFICIAL CHANNEL, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO CREATE, REGISTER FOR, MANAGE AND ADMINISTER SUCH OFFICIAL CHANNEL ON BEHALF OF SUCH BRAND, ORGANIZATION, EVENT, OR PERSONALITY.

  2. By Supporters. You may also create a Channel to express support for, or interest in, a brand, organization, event or personality, provided You do so only in a manner that: (i) does not suggest that such Channel is a Channel created by such brand, organization, event, or personality; (ii) does not suggest such Channel is endorsed by or authorized by such brand, organization, event or personality if such Channel does not have such endorsement or authorization; (iii) is not intended to otherwise mislead, confuse or deceive others; and (iv) does not otherwise infringe upon or violate any rights of such brand, organization, event or personality, including trademark, copyright, or publicity.

  3. No Misleading or Disruptive Use. Your name and contact information, the name of the Channel created, registered for, managed and/or administered by or on behalf of You ("Relevant Channel"), and any other profile information or description You provide when creating and registering for a Channel, or otherwise include on or in connection with the Relevant Channel, must be true, must not be misleading, and must accurately reflect its subject matter. The name of the Relevant Channel must be distinctive and may not be generic (e.g. food, cars). You may not create or use Channels for disruptive or abusive purposes. Without limiting the foregoing, You may not create one or more Channels for the purpose of preventing others from using such Channels for a legitimate purpose and reason, selling Your right to Channels or Channel names, or otherwise engaging in Channel 'squatting' in any form or any manner.

  4. Our Right to Remove or Suspend Channels. We reserve the right to remove or suspend Channels that violate these BBM Channels Terms or any policies that we publish regarding the use of BBM Channels, or any Channels that are inactive. We also reserve the right to transfer unauthorized Channels, Channel names, Channel IDs and/or administrative capabilities to the brand, organization, event or personality, or their authorized representative that we reasonably consider is rightfully entitled to the Channel name or to create, register for, manage or administer the Channel for such brand, organization, event or personality.

  5. Posting of Content. Once Your creation and registration for a Channel has been accepted, You may transmit, publish, post, upload, distribute, disseminate, communicate, display or otherwise make available on or through such Channel, Content that is relevant to the brand, organization, event or personality which is the subject matter of the Channel. Such making available of Content in a Channel does not transfer any ownership of such Content to us, but in doing so You grant us and other members of our CMW Group of Companies a license to such Content as set forth in the BBM Terms of Service. You also grant us and other members of the CMW Group of Companies a non-exclusive, royalty-free, worldwide, sublicensable, transferable license, for so long as the applicable Channel exists and such Content remains publicly available to other users of the Services, to reproduce and publicly perform and display such Content, including without limitation Channel name, screenshots of the Relevant Channel and Marks, in all media whether now known or later developed or used, in connection with the promotion of BBM Channels and/or other portions of the Services, subject to Your prior consent, which consent shall not be unreasonably withheld or delayed. We acknowledge and agree that we have no right, title or interest in or to such Marks (except the right to use the same in accordance with terms and conditions of these BBM Channels Terms). Without limiting the foregoing, in connection with the use of Marks to promote BBM Channels and/or the Services we will not: (i) modify the Marks or part thereof, except as permitted under the BBM Terms of Service or these BBM Channel Terms (each as amended or updated from time to time), or otherwise expressly approved by You in advance; (ii) combine the Marks or part thereof with any other marks or create any composite marks; or (iii) use the Marks or part thereof other than in accordance with the BBM Terms of Service and these BBM Channels Terms (each as amended or updated from time to time). You warrant and covenant that You have the right to grant us such licenses. You shall not submit any Marks which infringe or may infringe the intellectual property rights or other proprietary rights of third parties.

  6. Discoverability of Channels. You acknowledge and agree that the Relevant Channel will be discoverable by any user of the Services (unless You elect to make such Channel a private Channel during Channel setup), and that the Content made available on or through such Channel will be public and viewable by everyone who subscribes to such Channel ("Subscribers"), or who can otherwise view such Channel and its contents.

  7. You are responsible for the Relevant Channel. While we provide You with the ability to create a Channel, You are solely responsible for the administration, management and use of the Relevant Channel, including the Content made available on or through such Channel and the interactions of You, the Channel administrator(s) with Subscribers.

  8. Making Offers to Subscribers. If You procure or make available offers or solicitations ("Offer") for or to Subscribers through Relevant Channel, including by way of a link or URL to a separate web site that contains the Offer details, without limiting anything in these BBM Channels Terms, the following applies:

    1. You may only offer products or services for which You are the merchant, authorized reseller, or manufacturer;

    2. You must ensure that Your Offer complies with all applicable laws, regulations and rules;

    3. You must clearly set out the terms and conditions governing Your Offer, including any restrictions and expiration dates, and any products or services forming the subject matter of Your Offer shall be governed by individual agreements entered into directly and only between You or such other third party supplier or service provider and the relevant Subscribers who accept Your Offer;

    4. You may not state or imply in any medium on any platform that we are affiliated in any way with You and/or such other third party supplier or service provider and/or Your Offer; provided that unless we inform You otherwise, directing a user to a site or service operated by or on behalf of us will not be a violation of this provision;

    5. You are solely responsible for the fulfillment of the Offer and You agree, if requested by us, to defend us from any claims or proceedings related to Your Offer (including in connection with the fulfilment or non-fulfilment of Your Offer, and Your relationship with the relevant Subscribers, service providers and suppliers), and to indemnify us for any Losses suffered or incurred by us in relation thereto; and

    6. we are not responsible for any improper redemption, fraud or other issues that arise from or in connection with Your Offer.

  9. You Must Comply with Privacy Laws. If You are provided access to or collect, use and/or disclose personally identifiable information relating to Subscribers of Relevant Channel, You must comply with applicable privacy and data protection laws, including without limitation making publicly available to Subscribers Your privacy policy, clearly advising Subscribers what information You are collecting, using and/or disclosing and the purpose(s) for such collection, use and/or disclosure, and obtaining any consents required by applicable laws and regulations.


2. SUBSCRIBING TO AND POSTING COMMENTS TO A CHANNEL

By becoming a Subscriber to a Channel, You acknowledge and agree that:
  1. if enabled by the Channel administrator(s), You may post comments to, and indicate approval of a post or comment on a Channel (collectively referred to as "Comments & Approvals") and/or chat with the Channel administrator(s). Your Comments & Approvals and chats should be relevant to the subject matter of the Channel and must adhere to the CMW Online Community Standards, which can be viewed at www.bbm.com/en/legal/onlinecommunitystandards.html, in addition to the requirements under the BBM Terms of Service, and these BBM Channels Terms and all other additional terms or conditions;

  2. All Comments & Approvals will be publicly displayed and viewable by other Subscribers to the Channel, as well as others who can otherwise view the Channel and its contents (e.g. Channel administrators or visitors to the Channel), may be shared by other Subscribers with their BBM Contacts, and may be removed by the Channel administrator(s). For this reason, we strongly recommend that You do not include any personally identifiable information in Your Comments & Approvals or in Your chats with Channel administrator(s); and

  3. Your display name and display picture which You have configured using the applicable settings options will be displayed along with any Comments & Approval associated with Your user account. In addition, Channels that You have subscribed to will be viewable by Your BBM Contacts and those You invite to be added to the contact list associated with Your user account and accessible on or through the Platform. We may also provide or develop recommendations of Channels that may interest You based on the Channels that You and Your BBM Contacts have subscribed to and other information associated with Your public profile and user account, and may invite Your BBM Contacts to subscribe to a Channel which You have subscribed to. You may unsubscribe from a Channel if You do not wish that Channel to be listed in Your public profile.


3. ADDITIONAL RULES OF USE

In addition to and without limiting anything in the BBM Terms of Service, You agree as follows:
  1. You are entirely responsible for any Content and Comments & Approvals transmitted, published, uploaded, posted, distributed, disseminated, communicated, displayed or otherwise made available through BBM Channels using the user account associated with You. We do not control any Content or Comments & Approvals and we do not guarantee the accuracy, integrity, or quality of, and have no liability for such Content or Comments & Approvals. Any use or reliance by You on any Content or Comments & Approvals made available through BBM Channels by other users is at Your risk;

  2. Unless expressly permitted otherwise by the person or entity posting the Content, Content posted in a Channel (including the Comments & Approvals of other users) is intended only for Your viewing within the Channel and may not be modified, adapted, reproduced or distributed by You;

  3. You are responsible for complying with all applicable laws and regulations (and industry guidelines where applicable) in relation to Your use of BBM Channels, including the posting and submitting of Content or Comments & Approvals to a Channel, and, if applicable, You are responsible for having a policy for removing infringing content from the Relevant Channel, that complies with the Copyright Act of Singapore. Without limiting the foregoing, Content You post to a Channel must comply with the BBM Channels Content Guidelines which can be found at www.bbm.com/en/legal/bbmchannelcontentguidelines.html;

  4. You may not "spam" users or Channels, including posting duplicate postings, or multiple similar postings, or posting comments that are not relevant to the Channel post or comment under which Your comments appear or would appear, and such behavior may result in Your access to BBM Channels (including access to Channel(s)) being suspended and/or removal of such comments);

  5. You agree that we may impose limitations upon Your eligibility to access certain Channels or Content, based on factors including without limitation Your age and location that we collect from or gather of You, and use that information to provide Content that is appropriate to Your user profile or jurisdiction or may otherwise be of interest to You; and

  6. We and our designees have the right (but not the obligation) in our and their sole discretion to pre-screen, refuse, or remove any BBM Content or Comments & Approvals for any reason.


4. PERSONAL INFORMATION

These BBM Channels Terms incorporate by reference and supplements our Privacy Policy, which can be found at www.bbm.com/en/legal/privacy-policy.html. In the event of a conflict between the Privacy Policy and these BBM Channels Terms, these BBM Channels Terms prevails to the extent of such conflict.