By submitting an application to Pearl and creating a Pearl account, you agree you acknowledge and agree to comply with our Terms of Service and Privacy Policy.
Your access and use of the services is subject to the following terms and conditions and all applicable laws. By accessing or using any part of the platform, you accept, without limitation or qualification, these terms and conditions. If you do not agree with all of the terms and conditions set forth below, you are advised to refrain from using the app and its services entirely.
Pearl is a real-life social networking site that is centered around users creating and receiving event invitations. Our mission is to give our users full control over their parties and other events, their social network and their social lives.
Pearl Social Limited. (“Pearl,” the “Company,” “we,” “us,” “our”) offers its mobile application (the “app”) and associated application, encompassing events, venues, locations, and in-person interactions (collectively, the “Service”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service” or simply “Terms”).
Our community centers around real life social interactions with groups of any sizes, predominantly at social events or parties, which is why creating a safe and respectful community is of top priority to us. To achieve this, we expect or guests to be informed of our values and abide by these guidelines:
Our Company respects the privacy of our users, therefore the app has been curated and designed to be highly customisable. As a member, you have the option of switching on or off the features that are offered, ensuring the experience is tailored to your social needs and appetite for information sharing. We expect you to be mindful of your app settings at all times to ensure your own safety.
Confidentiality is one of our core values as a company. Our team abides by strict non-disclosure agreements, collectively, we adhere to a strict privacy policy. All data and information related to your activity within the Service remains confidential, and we expect you to uphold and demonstrate the same respect for privacy and confidentiality in your engagements within the app.
These Terms of Service constitute an agreement establishing the legally binding terms that you must accept to use the Service. You must be at least 18 years of age to be eligible to use the Service. By submitting an application, creating an account, RSVPiing to an event, attending an event or in any other way using the Service, you represent and warrant that you can form a binding contract with Pearl. By applying to create an account, you ensure that you are not a person who is barred from using the Service under the laws of any jurisdiction globally. You will comply with these Terms of Service and all applicable local, state, national and international laws, rules and regulations.
You can terminate your account at any time desired. Similarly, Pearl may suspend or terminate your account or access to the Service, for any reason deemed reasonable by Pearl, including lack of use, a breach of these Terms of Service, or for other reasons Pearl may also discontinue the Service or any part of it at its discretion. Upon termination, Pearl may deactivate or delete your account and its contents without prior notice. Membership subscription fees and in-app purchases are non-refundable, and Pearl is not liable for any termination-related issues. Some features, products, and events may not be available to all users, and access to certain app features may vary based on location, preferences, and other factors.
We reserve the right to revise and update these Terms of Service at any time, which may include the following reasons: (a) to comply with legal or regulatory modifications; (b) to address technical adjustments, such as responding to security breaches and app upgrades; or (c) to accommodate changes in user requirements and our business operations. It is your responsibility to review these Terms of Service each time you access the Service and ensure your understanding of the updated terms that are applicable at that moment. If you have registered an account with us, we will make an effort to notify you of any revisions to these Terms of Service through email or a pop-up notice when you next access your account. However our failure to notify you of a revision to these Terms of Service for any reason shall not in any way prevent the revision to these Terms of Service from taking effect when made by us.
If you do not agree to any future updates and changes we may make to these Terms of Service, please refrain from using the Service. Additionally, you have the option to close your account by contacting us.
2.1.1 To access the app, prospective users must complete an application. Upon application, users are offered one of two types of memberships, this depends on the user’s own suitability and social needs. Most often, we will allocate the user their desired membership type, however, there are times where we will recommend and allocate a different membership type/tier or category to the one that is requested. If you are unsatisfied with your membership type, you can re-submit an application through the settings section of the app. While all applications are considered, membership decisions: including the acceptance of membership and the category of membership, are at our sole discretion. The application process is primarily to identify the user and validify their identity. Applications normally take one to two weeks to process, although this may vary. Applicants who are not initially granted access are placed on our waitlist, reviewed for potential future admission. You are also allowed to change your membership category available in the Settings section of the app, similarly, we will review the request and respond accordingly. Once the application for membership has been accepted, you are required to pay the required subscription fee.
2.1.2 By applying, you consent to receive text messages and emails from us, including updates on your application status. To activate membership or access certain features, registration with Pearl and provision of specific information are required. By registering, you agree to provide accurate and current information about yourself. Registration data and related information are governed by our Privacy Policy. By applying to use or by using the Service, you warrant and represent to us that you are at least 18 years old, have the right, authority and capacity to enter into and be bound by these Terms of Service.
2.1.3 As part of certain registration processes on the Service, you will create an account or change or add information about your account. You agree (i) to provide true, accurate, current and complete information about yourself, (the “Registration Data”); and (ii) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Pearl reasonably believes that any Registration Data you have provided is untrue, inaccurate or misleading, Pearl reserves the right to suspend or terminate your account and delete you as a user of the Service. In the event of any dispute between two or more parties as to account ownership, you agree that Pearl shall be the sole arbiter of such dispute in its discretion and that Pearl’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
2.1.4 Your Account can be registered through a valid account on the app store or marketplace from which you downloaded Pearl (e.g. Apple App Store, Google, etc.) (each such account, is a “Third-Party Account”). By registering through a Third-Party Account, you are allowing Pearl to access your Third-Party Account as permitted under the applicable terms and conditions that govern your and our use of such Third-Party Account. Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers.
Upon membership acceptance, applicants will be placed in one of two membership categories: Pearl (unpaid) and Black Pearl (paid). Black Pearl members are required to pay a monthly subscription payment which will be settled before their account and membership can be created. This payment renews automatically monthly unless canceled, subject to applicable terms. This payment is settled through in-app purchases, and therefore governed by the terms of the applicable third-party Subscription Payment Processor. We reserve the right to adjust membership fees and other charges, and introduce additional membership tiers at any time. As we utilize third-party Subscription Payment Processors, such as Apple App Store, Google Play, etc. separate terms and conditions of such Subscription Payment Processor in addition to these Terms of Service may apply to your access and use of our Services. Payment for Subscription will be charged to a credit/debit card or another payment method after you have applied for and been accepted for one of our Subscriptions and confirm your purchase. Unused in-app purchases and portions of subscriptions upon membership expiration or termination are non-refundable.
If payment is not received by us from the Subscription Payment Method you provided, you agree to pay all amounts due upon demand by us,and in the absence of payment upon demand, we reserve the right to suspend your use of the Service.
Renewals. Your payment to the Subscription Payment Processor through which you purchased your Subscription, if any subscription period is applicable, will automatically renew and continue until terminated. You must cancel your subscription before it renews, including giving Pearl reasonable time to process termination requests, to avoid paying the subscription fees for the next billing period.
When utilizing the Service to create, host, promote, or invite others to an event, you acknowledge and agree to the following:
By creating an event, creating an invite for it, and inviting guests to attend the event, you are acting as a host of an event. In the case that you are acting as a host, you must comply with all applicable laws, guidelines, health and safety requirements, and equal protection laws when creating an event and sending an invite for it. You are responsible for verifying the legitimacy of the identity of your invitees, especially those who are not already your connection; when doing so, you acknowledge that Pearl does not conduct background checks on users and is not responsible for them. The company has no control over the specifics of each event, including its attendees, their behavior and the overall activities involved.
By responding ‘RSVP’ to a social event and indicating interest in attendance, you become ‘an attendee’. As an attendee, you must comply with all applicable laws, guidelines, and health and safety requirements while attending an event. Pearl is not responsible for your conduct or experiences at any event or venue, and you must respect the host, the nature of the event, and its attendees. You are responsible for verifying the legitimacy of your host and the invite before attending. Your interactions with others and your attendance at events are at your own risk, and you should take all necessary precautions and avoid disclosing personal information to vendors or external parties.
The social events created through the app are likely to occur in different, either private or public venues. The app allows users to disclose their location, but the Company disclaims any affiliation with venues and does not guarantee their safety. Pearl is not liable for any losses or damages, including bodily injury or emotional distress, resulting from interactions with other users or attending events at such venues.
3.2.1 To create an event invite, you must provide accurate and truthful information about the occasion. Different details are required and you must provide all of them. The Company reserves the right to revoke any invite that does not, at the sole discretion of the Company, align with the necessary conduct standards, which will result in the cancellation of the event. You are responsible for understanding and complying with relevant laws and obtaining necessary licenses or permits. If you plan on delegating the provision of the event to a third party without authorization, you must specifically state this in the event invite. In the case that you are delegating the provision of the event to a third party, it must be specifically stated in the event invite that Pearl will not be liable for their behavior and the service provided by them.
3.2.2 Request Functions (Request Plus One or Request to be Invited): When users request to be invited or bring a plus one, the host has the sole discretion to accept or reject such requests. The Company is not responsible for the hosts’ response and will not be held liable for any disagreements that result from rejections or misunderstandings.
The Company reserves the right to investigate, suspend, or terminate your account if it believes, in its sole discretion, that you have misused the Service or engaged in inappropriate, improper, harassing, unlawful, or promotional behavior. Prohibited activities include sending prohibited content, interfering with the Service, violating laws, harassing others, disclosing user identities, impersonating others, collecting user information for unsolicited communication, engaging in improper interactions, making hate speech or defamatory statements, promoting illegal activities, accessing unauthorized materials, misrepresenting yourself, oversharing within the app in a detrimental manner, and disclosing unauthorized information. The Company shall not provide its reasons for the investigation, suspension and/or termination of an account under this section 3.3.
4.1.1 You are solely responsible for the content and information you post and share on the Service or transmit to other users. This includes messages, videos, photographs, status updates, or text, whether publicly posted or privately transmitted (referred to as "User Content").
4.1.2 As part of the Service, you may not post or transmit any offensive, inaccurate, misleading, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, disrespectful, distasteful, sexually explicit, exploitative, overtly and repeatedly self-promotional or commercial, or illegal material. You are also prohibited from posting or transmitting any material that infringes or violates another person's rights, including intellectual property rights, rights of confidentiality, privacy, and publicity.
4.1.3 By posting User Content, you represent and warrant that:
4.1.4 The Company reserves the right, at its sole discretion, to investigate and take legal action against anyone who violates anything in this section 4.1. This may include removing the offending communication from the Service and terminating or suspending the account of such violators. Your use of the Service, including all User Content you share, must comply with applicable laws and regulations.
Once a request to join an experience or an event is accepted, there is the option of creating a chat between selected event participants. This is a private chat box where guests can exchange messages and information regarding parties and invites. Messaging in these chats is also subject to our requirements of respect and appropriate language and content sharing. Pearl has no access to your private chats but we expect our users to report any inappropriate behavior or language.
4.3.1 Pearl reserves the right to remove any of your User Content from the Service if Pearl, at its discretion, believes that it is in violation of the Terms of Service, including the Privacy Policy. Additionally, you agree that Pearl may use your name and logo (whether or not you have made them available through the Service) to identify you as a current or past customer of Pearl, both on the Service and in marketing, advertising, and promotional materials. By posting User Content as part of the Service, you acknowledge and agree that you are granting Pearl a worldwide, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify, and distribute your User Content, in whole or in part, in any media, for the purpose of operating and improving the Service. This license is limited to the operation, development, provision, promotion, and improvement of the Service, as well as research and development of new services.
4.3.2 You agree that the Company may access, preserve, and disclose your account information and Content if required by law or applicable regulation or otherwise in good faith belief that such access, preservation, or disclosure is reasonably necessary. This may include complying with legal processes, enforcing these Terms of Service, responding to claims of Content infringement by third parties, addressing your customer service requests, allowing you to use the Service in the future, or protecting the rights, property, or personal safety of the Company or any other person. You acknowledge that any User Content you place on the Service may be viewed by other users and any person visiting or participating in the Service, such as individuals who receive your shared User Content from other Pearl users.
5.1 The Company owns and retains all proprietary rights in the Service, including designs, trademarks, patents, trade names, service marks, and other intellectual property rights. The Service also contains copyrighted material, trademarks, patents, and proprietary information of the Company and its licensors. Without prior written consent from the Company or respective owners, you are prohibited from copying, modifying, transmitting, creating derivative works from, making use of, or reproducing any confidential or copyrighted material, trademarks, trade names, service marks, or other intellectual property accessible through the Service. You must not remove, obscure, or alter any proprietary notices, including copyright, trademark, and intellectual property notices, on any content.
5.2 Regarding the app's basic content, such as text, images, trademarks, and logos, except for feedback, experiences, opinions, statements, recommendations, data, and information provided by individual users and advertisers, it is subject to our copyright. This means that users can use the app, but it does not grant ownership rights or rights to use or display copyrighted information in any way. Users are responsible for their use of the app and must not infringe upon any copyright unless expressly agreed upon in writing. Users are prohibited from downloading, copying, assigning, transmitting, publishing, displaying, using, reproducing, distributing, modifying, creating derivative works of, creating internet links to, framing, reverse engineering, or using our name and any copyrighted or trademarked content without our written permission.
5.3 The Consumer must not misuse the Platform (including hacking or “scraping”).
Unless otherwise stated, the copyright and other intellectual property rights in the Platform and in material published on it (including without limitation photographs and graphical images) are owned by Pearl or Pearl’s licensors. These works are protected by copyright laws and treaties around the world and all rights are reserved. For the purposes of these Terms of Service, any use of extracts from the Platform other than in accordance with this section 5 is prohibited. You may not modify the digital or paper copies of any materials that you print from the app or the Website and you may not use any pictures, photographs or any other graphics, video or audio sequences separately from any accompanying text.
5.4 You shall ensure that Pearl’s status as the author of the material on the Platform is always acknowledged and referenced.
5.5 You are not allowed to use any of the materials on the Platform or the Platform itself for commercial purposes without obtaining a license from Pearl to do so. Except as stated in this section 5, the Platform may not be used, and no part of the Platform may be reproduced or stored in any other Platform or included in any public or private electronic retrieval system or service, without Pearl’s prior written permission.
5.6 We do not accept any unsolicited ideas to our Platform from outside Pearl, including, without limitation, suggestions about advertising or promotions, merchandising of any products, additions to our services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to the Platform or otherwise to Pearl, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Pearl to utilize your submission, you hereby grant Pearl an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.
Pearl will not be liable for any User Content or other content and materials from third parties, including users, posted in the app or elsewhere. This includes any errors, omissions, loss, or damage incurred from the use of such content. Pearl does not pre-screen content, but reserves the right to refuse or remove any content that violates the Terms of Service or is deemed objectionable in its sole discretion. You are responsible for evaluating and assuming all risks associated with using any content, including its accuracy and completeness.
The Service may provide links or access to other websites and resources, but Pearl has no control over these external sites and resources. Pearl does not endorse or take responsibility for the content, events, goods, or Application available on or through these sites shared by other users. Any interactions or dealings you have with third parties while using the Service are solely between you and the third party, and Pearl is not liable for any loss or claim arising from such interactions. Please note that personal data processed by third-party websites is subject to their own privacy policies, which you should carefully read and accept. No personal data is transferred from Pearl to these third-party websites unless explicitly stated in the Privacy Policy.
You can use the Service by logging in through various online third-party applications, such as social media applications like Instagram. This integration enhances your online experience and personalization. To enable this feature, you may need to authenticate or register with the respective providers' websites. By integrating these applications, they may provide us with access to certain information you have provided to them, which we will handle in accordance with our Privacy Policy. Please note that the privacy practices of these third-party applications are governed by their own policies, and Pearl is not responsible for their actions or privacy practices. We do not guarantee the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements provided through any third-party application.
The Service includes applications available on mobile devices, such as uploading content, browsing, accessing features through a mobile app, and receiving SMS text messages ("Mobile Applications"). Your wireless service carrier may apply standard charges, data rates, and fees when accessing the Service through a mobile device. Certain mobile applications may be prohibited or restricted by your carrier, and compatibility may vary. By using any of the Mobile Applications, you agree to receive communications from us, including push notifications and other electronic means. Please promptly update your account information if you change or deactivate your mobile number.
9.1 By using the Service, you agree to receive emails, text messages, push notifications, and other related messages. You can choose to enable or disable push notifications in the app's settings.
9.2 The app offers location-based features, but your location information will only be disclosed if you allow it. If you disable location services on your mobile device, certain location-specific services may not be accessible. For more information about how your information is used and retained, please refer to the Privacy Policy.
9.3 Non-members of the app can contact the Company to change notification and communication preferences.
10.1 Pearl provides software applications designed to be used with products made by Apple Inc. ("Apple") and other applications. If you use the Apple-Enabled Software or additional terms and conditions apply. Pearl, not Apple, is solely responsible for the software and its content. You must comply with Apple's Usage Rules for the software. Your license to use the Apple-Enabled Software is limited and non-transferable. Apple has no obligation to provide maintenance or support Application for the software. Apple is not responsible for any warranties, and any warranty claims should be directed to Pearl. By using the software, you confirm that you are not in a prohibited country or listed on any restricted parties list. Apple and its subsidiaries are third-party beneficiaries of the Terms of Service for the Apple-Enabled Software.
10.2 Without limiting the generality of section 10.1, when using Mobile Apps with Apple products, the following conditions apply:(a). These Terms of Service are between Pearl and you, not Apple Inc. Pearl is solely responsible for the Apple-Enabled Software and its content.(b). You must comply with the Usage Rules specified in the Apple Media Services Terms and Conditions when using the Apple-Enabled Software.(c) Your license to use the Apple-Enabled Software is limited to your iOS device, as permitted by the Apple Media Services Terms and Conditions. Other accounts associated with the purchaser can access and use the software through Apple's Family Sharing or volume purchasing programs.(d) Apple is not obligated to provide maintenance or support services for the Apple-Enabled Software.(e) Apple is not responsible for any product warranties. If the software fails to meet a warranty, you may contact Apple for a refund, but Apple has no further warranty obligations. Pearl is responsible for any warranty claims that cannot be disclaimed under applicable law. (f) Pearl, not Apple, is responsible for addressing any claims related to the Apple-Enabled Software, including product liability claims and claims of non-compliance with legal or regulatory requirements.
10.3 Google-Sourced Software: (a) The Terms of Service are between you and the Company only, and not with Google, Inc (“Google”);(b)Your use of Google-Sourced Software must comply with Google’s current Google Play Terms of Service;(c) Google is only a provider of Google Play where you obtained the Google-Sourced Software;(d) The Company, and not Google, is Solely responsible for Company’s Google- Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service;(f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Company’s Google-Sourced Software
You acknowledge and agree that the Company, its officers, directors, employees, agents, or affiliates shall not be held responsible for any loss or damage, including personal injury or death, directly or indirectly resulting from: (i) The conduct of any user, whether online or in-person, through the Service or otherwise, (ii) Your attendance at any event or venue posted, advertised, or made available through the Service; (iii) The content posted on the Service, whether by users or caused by equipment or programming associated with the Service; (iv) Timeliness, deletion or removal, incorrect delivery, or failure to store any content or communications; (v) Termination or discontinuation of the Service; (vi) Any errors, omissions, defects, interruptions, deletions, alterations, delays in operation or transmission, theft, or unauthorized access related to user communications; or (vii) Problems, failures, or technical malfunctions of telephone networks, computer systems, servers, providers, computer equipment, software, email, or traffic congestion on the internet or any website.
The Company provides the Service on an "as is" and "as available" basis, without warranties of any kind. The Company does not guarantee that the Service will be uninterrupted, secure, or that any defects or errors will be corrected immediately. Any materials downloaded or obtained through the Service are at your own risk, and you are solely responsible for any resulting damage to your device, computer system, internet access, or loss or corruption of data. If you do not accept this limitation of liability, you are not authorized to download or obtain any material through the Service.
You acknowledge that you are solely responsible for your interactions with other users of the Service, and Pearl is not liable or responsible for them. Pearl may, at its sole discretion, choose to intervene in disputes between you and other users, but Pearl is not obligated to do so.
12.1.1 Pearl accepts no liability of any kind whatsoever for any outcomes resulting from interactions, activities, or content on the Platform. This includes but is not limited to health issues, physical or mental harm, accidents, or injuries that you may experience. It is advised that you use good judgment and caution when acting upon information obtained through Platform.
12.1.2 While we make reasonable efforts to update the content and applications provided on Pearl to enhance relevance and interest for users, we do not actively monitor user-generated content, and we are not obligated to update any content. Therefore, we do not make any representations or warranties, whether express or implied, regarding the accuracy, completeness, or timeliness of the content or applications provided on the Platform. We also do not guarantee the suitability of the Platform or the content for your specific needs.
12.1.3 Please note that while Pearl facilitates social events and parties, we are not responsible for the parties themselves or any consequences arising from hosting or participating in the parties arranged through Pearl.
12.1.4 We do not guarantee continuous availability or uninterrupted access to our Platform or any User Content or other content.
12.1.5 To the fullest extent permitted by law, we provide no warranties regarding the Platform, or the content. You agree that the Platform and the content are provided on an "as is" basis, without any warranties, whether express or implied. We do not warrant that the Platform or the content will be functional, uninterrupted, accurate, complete, appropriate, or error-free. We do not guarantee the absence of viruses or other harmful components. Furthermore, we do not warrant or make any representations regarding the use or results of the use of the Platform or the content, including their correctness, accuracy, timeliness, reliability, or any other aspect.
12.1.6 You are responsible for the information you share with other users, and we are not responsible for the conduct of any user on the Platform. Exercise caution when interacting with other users, especially if you communicate outside of the Pearl Application or participate in activities.
12.1.7 We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental diseases, conditions, or issues, or any other consequences resulting from the acts or defaults of individuals, businesses, or entities that may be associated with us. We are not liable for any conduct, including defamatory, offensive, or illegal conduct, displayed by users, including yourself.
12.1.8 We are not responsible for delays in providing the Platform due to events or causes beyond our control.
12.1.9 If you come across suspicious or fraudulent behavior, please report it to us immediately. Block and report any users who violate these Terms of Business and/or the Privacy Policy, including underage users, acts of harassment, threats, offensive behavior, inappropriate or harmful behavior, fraudulent profiles, or activities that do not comply with these Terms of Business and/or the Privacy Policy, any applicable law or regulation.
12.1.10 To the fullest extent permitted by law, we do not assume liability for any individuals associated with the Company or the Platform or the content, including owners, staff, agents, joint venture partners, contractors, vendors, or affiliates, in any location or capacity related to the activities of the Company, the Platform, or the content.
12.1.11 We do not exclude or limit our liability where it would be unlawful to do so. However, where applicable law permits this, we accept no liability whatsoever and of any nature for incidental or consequential loss or damages. Except as provided in the preceding sentence, our total liability to you under these Terms is limited to one Five Hundred Hong Kong Dollars (HKD500).
12.1.12 Without limiting the generality of anything else contained in this section 12, to the fullest extent permitted by law, we will not be held liable for any direct, indirect, special, incidental, equitable, or consequential damages resulting from the use or reliance on the Platform or the content, including those associated with us in any capacity. By using the Platform, you release us from any and all claims, including but not limited to claims related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other losses, physical or mental diseases, conditions, or issues.
12.1.13 Hosts are in no way legally affiliated with Pearl and hosts do not have any authority whatsoever to represent Pearl.
12.1.14 Upon agreement between the parties, Pearl may consent to recognizing or appointing a specific user as having the status of being an “Ambassador” for Pearl, which consent from Pearl must be expressly stated in writing. Pearl may at its sole discretion determine to provide an Ambassador with access to the Platform, promotional materials, sponsorship, and consulting support for promotional purposes only, in relation to activities hosted by Ambassadors. These activities are organized voluntarily by Ambassadors, and the Ambassador's involvement does not imply an employment or agency relationship with Pearl. For the avoidance of doubt, Ambassador’s shall not be entitled to any compensation, commission or share of any profit from Pearl.
12.2.1. You shall be responsible for any losses, damages, costs, and expenses which we suffer as a result of your breach of these Terms of Service.
12.2.2 You shall be responsible for any losses, damages, costs, and expenses which we suffer as a result of your breach of these Terms of Service and/or the Privacy Policy .
12.2.3 Without limiting the generality of anything else in this section 12, to the fullest extent permitted by law, you release us, our shareholders and our subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) your use of the Platform, including participation and attendance at any events; (ii) disputes between Users, including those between you and other Users; (iii) disputes related to Paid Activities, Direct Payments or between you and a Paid Activity Payment Processor; (iv) User Content or third party content; (v) claims relating to the unauthorized access to any data communications or content stored under or relating to your account, including unauthorized use or alteration of such communications or your User Content.
Without limiting the generality of anything else in this section 12, any materials downloaded or obtained through the Platform are accessed at your own risk, and you are solely responsible for any resulting damage to your device, computer system, internet access, or loss or corruption of data. To the fullest extent allowed by applicable law, the Company, its officers, directors, employees, agents, affiliates, business partners, licensors, or service providers shall not be liable to you or any third party for any indirect, reliance, consequential, exemplary, incidental, special, or punitive damages. This includes loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions, and procurement of substitute Application. These provisions apply even if the Company has been advised of the possibility of such damages.
13.1 To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Pearl and its shareholders, Pearl’s subsidiaries and affiliated companies, and their respective officers, employees, directors, contractors and agents, from and against any and all claims, causes of actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including any legal and other professional attorneys’ fees) and all amounts paid in settlement arising out of, connected with, or accruing from (i) your access to and use of the Platform and any its User Content or other content; (ii) your violation or breach of these Terms of Service and/or the Privacy Policy, (iii) your violation of any applicable law or regulation; (iv) your User Content, or (v) your interaction with any other User.
13.2 Without limiting section 13.1, we may assume the exclusive defense and control of any matter for which you have agreed to indemnify us, and you agree to assist and cooperate with us in the defense or settlement of any such matters, at your own cost.
The agreement between the Company and you constituted by these Terms of Service is governed by and construed in accordance with the law of the Hong Kong S.A.R (“Hong Kong”). The exclusive means of resolving any dispute or claim arising out of or relating to these Terms of Service, including any alleged breach thereof, or the Platform shall be shall be referred to and finally resolved by arbitration under the Hong Kong Arbitration laws in force when the notice of arbitration is received by the other party or parties, which rules are deemed to be incorporated by reference in this section 13.By using the Platform in any manner, you agree to the above arbitration agreement. In doing so, you waive the right to go to court to assert or defend any claims between you and the Company (except for matters that may be taken to the small-claims court).You also waive your right to participate in any class action or other class proceeding against the Company. The governing law of this arbitration clause shall be the law of Hong Kong and the seat of arbitration shall be Hong Kong. The appointing authority shall be The Law Society of Hong Kong. The number of arbitrators shall be one; unless otherwise agreed by the parties in writing. The arbitration proceedings shall be conducted in English. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction.
The Company may provide you with notices, including those regarding these Terms of Service, using any reasonable means, which may include email, SMS, MMS, text message or postings in the Platform. Such notices may not be received if you violate these Terms of Service by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
These Terms of Service, together with the Privacy Policy, comprise the entire agreement between you and the Company regarding the use of the Platform. If any provision of these Terms of Service is held invalid, the remainder hereof shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. You agree that your Pearl account is non-transferable and all of your rights to your profile or contents within your Pearl account terminate upon your death or termination from the Service. No agency, partnership, joint venture or employment is created between us as a result of these Terms of Service and you may not make any representations or bind the Company in any manner.