PHOTO.SCMP.COM IS AN INTERNET-BASED ONLINE INFORMATION AND CONTENT-PROVIDING SERVICE (THE "SERVICE"). PLEASE READ THIS ONLINE SERVICE AGREEMENT (THIS "AGREEMENT") BEFORE USING THE SERVICE. BY CONTINUING TO USE PHOTO.SCMP.COM, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. GENERAL RULES

BY REGISTERING FOR OR USING THE SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. PHOTO.SCMP.COM IS AN ONLINE SERVICE PROVIDED AND MAINTAINED BY SOUTH CHINA MORNING POST PUBLISHERS LIMITED ("SCMPP"), A SUBSIDIARY OF SCMP GROUP LIMITED ("SCMP"). SCMP, TOGETHER WITH SCMPP, (COLLECTIVELY REFERRED TO AS "WE"), RESERVE THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT OR ANY FEATURES OF THE SERVICE AT ANY TIME. SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR FEATURE, AS THE CASE MAY BE, OR NOTIFYING YOU. YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT. SCMPP MAY ALSO IMPOSE LIMITS ON CERTAIN FEATURES AND SERVICES OR RESTRICT YOUR ACCESS TO PARTS OR ALL OF THE SERVICE WITHOUT NOTICE OR LIABILITY.

You represent that you have read and agree to be bound by this Agreement and the PHOTO.SCMP.COM Privacy Policy.

2. CONTENT

2.1 The contents of the Service, including, but not limited to all Contents and related informational materials in any medium furnished by SCMPP, including photographs, graphics, video, audio content and related text, captions or information (the "Content") is protected by copyright under the copyright laws of the Hong Kong SAR and other countries, and owned or controlled by, SCMP, SCMPP, their affiliates or the party credited as the provider of the Content. All materials and other elements comprising the Content are also copyright works. You must abide by all additional copyright notices or restrictions contained in the Service.

2.2 Your ability to access any form of Content does not in itself entitle you to use such Content. You may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of the Service, except that you may download material from the Service for your own private study and non-commercial use only, provided you maintain all copyright and other notices contained therein. Material downloaded from the Service may not be used for any purpose(s) other than private study and non-commercial use, and you may retain any such downloaded material for a maximum period of [90] days. If you wish to download material from the Service for commercial purpose(s) you must first make a written request to seek the prior consent of SCMPP, and any failure to do so constitutes strict infringement of copyright and shall entitle SCMPP to exercise all rights and remedies hereunder and under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Content. Your written request should indicate both the proposed purpose and extent of use of the downloaded material, and SCMPP’s consent to the downloading of material for such commercial use will be granted in consideration of your payment to us such fees as will be quoted to you prior to your downloading of the material. The said fee quotation(s) will be calculated based on both your intended purpose and extent of use of the downloaded material. You may also seek an extension of the said period of retention of the downloaded material by way of written application, and approval of such application shall be granted at the sole discretion of SCMPP. For the avoidance of doubt, SCMPP reserves the right to reject any of the aforesaid written requests and/or applications.

2.3 Without limiting the generality of the provisions of 2.2, you may not distribute any part of the Service or Content over any network, including a local area network, nor sell or offer it for sale. In addition, these files may not be used to construct any kind of database and no part of the Service or Content (or copies thereof) may be retained for your archive(s). All rights and uses not specifically granted are reserved to SCMPP.

2.4 We have designed PHOTO.SCMP.COM for presentation of the Content in a unique format and appearance to our users. We are concerned about the integrity of the Service when it is viewed in a setting created by a third party with or without advertising or other materials of any party that we have not authorised to be displayed with the Service. Without limiting the provisions of 2.1, neither you nor any third party shall make use of the Content in any manner that constitutes an infringement of our rights (including copyright), including but not limited to "framing", downloading or establishing unauthorized links to any part of the Content on your or any third party's Web site.

2.5 You are responsible for complying with all applicable laws and regulations in connection with any use of the Content.

2.6 You acknowledge that any submissions you make to the Service (e.g. comments to the Editor) may be edited, removed, published, transmitted, and displayed by SCMPP and you waive any moral rights you may have in having the material altered or changed in a manner not agreeable to you.

3. NO ALTERATIONS

Except for colour correction or minor cropping for space limitations, you will not make or permit any modifications to or alterations of the Content, including, without limitation, any combination of the Content with any other contents unless otherwise agreed in writing by SCMPP before your proposed modification or alteration.

4. MODEL AND PROPERTY RELEASES/CLEARANCES

Content may depict persons, places, property, or subject matter that may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. No model or property releases, or other releases or licenses exist in connection with any of the Content, unless specifically stated in a separate writing by SCMPP. SCMPP makes no representations or warranties that it owns or licenses any rights nor does SCMPP grant you any rights including copyright or trademarks to any person, place, property, or subject matter depicted in any Content. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights. Further, SCMPP makes no representation or warranty as to the accuracy of any information provided with the Content. SCMPP grants no rights until you obtain all necessary third-party rights, releases and permissions and all other conditions are met. You will provide SCMPP with proof of such releases and permissions upon request.

5. UNAUTHORIZED USE

Unless otherwise stated in writing, Content are intended for private study and non-commercial use only. Without limitation, Content may not be utilized for any commercial use or to suggest association or endorsement of any product or service by any individuals, entities, or material depicted in any Content, or as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person’s right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person/entity. Unauthorized use of the Content constitutes copyright infringement and shall entitle SCMPP to exercise all rights and remedies hereunder and under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Content. SCMPP in its sole discretion reserves the right to bill you (and you hereby agree to pay) 5 times the normal license fee for any unauthorized use, in addition to any other fees, damages, or penalties SCMPP may be entitled to under this Agreement or applicable law. The foregoing is not a limiting statement of the rights or remedies of SCMPP in connection with any unauthorized use.

6. SENSITIVE SUBJECTS

We do not represent that the Content is compatible for use with any other material. You are solely responsible for the use of any Content in combination with any other material. Without limitation, you are solely responsible for use of any Content in combination with material covering sensitive subjects including, without limitation, topics that may depict the subject matter of any Content in a negative light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.

7. LISTED RESTRICTIONS

Content may contain restrictions, including without limitation restrictions as to time, manner, and territory of use. Use of any Content contrary to a listed restriction is prohibited. If you are unsure as to any restriction, you must contact SCMPP prior to download or use of any Content.

8. PUBLICATION RIGHT

SCMPP shall exclusively retain all publication rights arising from your use of our Content.

9. CREDIT LINE AND COPYRIGHT NOTICE

You will include a copyright notice and photo credit adjacent to each form of Content (in the format: "photographer’s name/SCMP" or as specified on the Site) with each publicly distributed Content. Receiving credit is a material aspect of the Agreement for SCMPP, and in such use(s) of Content(s), you agree to pay an additional 50% of the invoice amount if you do not provide such credit and copyright notice.

10. SCMPP TRADEMARK

Except for credits as required above, you may not use the trademarks, service marks or other proprietary designations of SCMPP without the prior written consent of SCMPP.

11. FEES AND PAYMENTS

11.1 SCMPP reserves the right at any time to charge fees at a fixed rate for downloading of Content and to charge fees for access to portions of the Service or the Service as a whole. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges.

11.2 All fees payable, if any, will be posted in the Customer Service section or in other appropriate locations on the Service. You shall pay all fees and charges incurred at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Service, including, but not limited to, the Classified and Marketplace sections of SCMP.com, SCMP.com Premium View and SCMP Archives, by SCMP.com or any third-party merchant or service provider. All fees and charges shall be billed to you, or at your election charged to your credit card, and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account.

11.3 You expressly agree that SCMPP shall not for any reason whatsoever be liable to refund the full amount or any part of fees, charges and taxes paid by you.

12. REPRESENTATIONS AND WARRANTIES; INJUNCTIVE RELIEF; USER INDEMNITY

12.1 You represent, warrant and covenant (a) that no materials of any kind submitted through your account will (i) violate, plagiarise, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libellous, defamatory, indecent, pornographic or otherwise unlawful material.

12.2 You acknowledge and agree that SCMP, SCMPP and its information providers, licensors and Licensees would suffer irreparable harm, not compensable with money damages if you infringe on copyrights to the Content, and you irrevocably consent to the grant of injunctive relief to enforce such rights. Such remedy shall be in addition to all other remedies available at law or equity.

12.3 You hereby agree to indemnify, defend and hold harmless SCMPP, SCMP, SCMP’s licensors, Licensees and all of their respective officers, directors, owners, employees, representatives, agents, information providers, affiliates, licensors and Licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, attorneys' fees on a full indemnity basis, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of any term(s) in this Agreement or the representations, warranties and covenants contained herein. You shall cooperate as fully as reasonably required in the defence of any such claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you and we shall be entitled to be reimbursed by you for the full costs incurred by us such defence.

13. DISCLAIMER OF WARRANTIES

THE SERVICE IS AVAILABLE "AS IS". WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE NEWS, INFORMATION, E-COMMERCE PRODUCT OFFERINGS OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY, CONTENT OR SERVICES OF OTHER THIRD-PARTY PROVIDERS, ONLINE MERCHANTS OR ADVERTISERS THAT MAY BE LINKED TO OR POSTED WITHIN THE SERVICE, INCLUDING IN THE CLASSIFIED AND MARKETPLACE SECTIONS THEREOF. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICE, INCLUDING IN THE MARKETPLACE SECTION. WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THE SERVICE OR AVAILABLE THROUGH LINKS IN THE SERVICE. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICE. ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, "TROJAN HORSES" OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICE, WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICE OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICE DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON THE SERVICE AND ANY MATERIALS AVAILABLE THROUGH THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK.

14. LIMITATIONS OF LIABILITY

SCMP, SCMPP AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS ARE NOT LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, IN ANY WAY RELATED TO THE SERVICE OR FOR ANY CLAIM, LOSS OR INJURY BASED ON ERRORS, OMISSIONS, INTERRUPTIONS OR OTHER INACCURACIES IN THE SERVICE (INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT) EVEN IF SUCH DAMAGES, CLAIMS, LOSSES OR INJURIES WERE FORESEEN OR FORESEEABLE. ANY CLAIM AGAINST US SHALL BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, FOR USE OF THE SERVICE.

15. ACCESS AND AVAILABILITY OF SERVICE AND LINKS

The Service contains links to other related World Wide Web Internet sites, resources, and sponsors of SCMPP. Since SCMPP is not responsible for the availability of these outside resources, or their content, you should direct any concerns regarding any external link to the site administrator or Webmaster of such site.

16. REGISTRATION AND SECURITY

16.1 As part of the registration process, you will select a password and a subscriber ID. You also have to give us certain registration information, all of which must be accurate and updated. (a) You may not (i) select or use a subscriber ID of another person with the intent to impersonate that person; (ii) use a subscriber ID in which another person has rights without such person's authorization; or (iii) use a subscriber ID that SCMPP, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. (b) You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of SCMPP.

16.2 You shall notify Customer Service at photosales@scmp.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.

16.3 You are responsible for all usage or activity on your PHOTO.SCMP.COM account, including use of the account by any third party authorized by you to use your subscriber ID and password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at SCMPP's sole discretion, and SCMPP may refer you to appropriate law enforcement agencies.

17. COMMUNICATIONS BETWEEN SCMPP AND SUBSCRIBERS

17.1 Unless you indicate on your registration form that you do not want to receive such information, SCMPP, its owners and assigns, reserve the right to allow certain third party vendors to provide you with information about products and services on PHOTO.SCMP.COM.

17.2 SCMPP reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Service.

17.3 We reserve the right to gather and use information about your usage and demographics, and agree to maintain your data privacy, in accordance with the PHOTO.SCMP.COM Privacy Policy, which is incorporated herein by reference, and the Personal Data (Privacy) Ordinance of Hong Kong. For more information please read the Privacy Policy of PHOTO.SCMP.COM.

18. SOFTWARE LICENCES

You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Service ("Access Software"). You may not sub-licence, assign or transfer any Licences granted by SCMPP, and any attempt at such sub-licence, assignment or transfer shall be null and void. You may make one copy of such software for personal, non-commercial use only. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from, Access Software.

19. TERMINATION

This Agreement may be terminated by either party for any reason at any time. Sections 2 through 14 and Section 17 of this Agreement shall survive such termination. You may terminate your account at any time by sending an e-mail to the Customer Service Department at photosales@scmp.com. You are responsible for all charges incurred, if any, up to the time of deactivation of your account by SCMPP and there will be no refund(s) of any monies paid to SCMPP up to the time of deactivation of your account.

20. MISCELLANEOUS

20.1 This Agreement shall be governed by the laws of the Hong Kong SAR. Any action arising under this Agreement shall be submitted to the courts of the Hong Kong SAR.

20.2 SCMPP’s performance of any of its obligations hereunder is delayed by labour dispute, war, governmental action, flood, fire, explosion or other act of nature or any other matter not within SCMPP’s reasonable control, then the date for performance shall be extended by the time of such delay.

20.3 If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. Non-enforcement of any provision herein does not constitute a waiver of any right to enforce the provision in the future.

20.4 This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without the prior written consent of SCMPP.