QWIQI TERMS OF SERVICE

Last updated: 2024-11-11

Welcome, and thank you for choosing QWIQI! By accessing or using our suite of online services, including associated websites, networks, applications, software, and related documentation (collectively referred to as the "Services"), you agree to these Terms of Service. This agreement forms a legally binding contract between you and QWIQI. Throughout these Terms, "QWIQI," "we," "our," and "us" refer to the applicable QWIQI contracting entity responsible for providing the Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” BY DOWNLOADING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS.

OUR WEBSITE AND SERVICES ARE ONLY AVAILABLE TO COMPANIES OR OTHER ORGANISATIONS THAT ARE LEGALLY REGISTERED UNDER THE LAWS OF THEIR DOMICILE AND HAVE THE CAPACITY AND ABILITY TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT.PLEASE DO NOT CONTIUE TO USE THE SERVICES PROVIDED BY US IF YOU DO NOT MEET THESE QUALIFICATIONS.WE HAVE THE RIGHT TO TERMINATE THE PROVISION OF SERVICES TO YOU AT ANY TIME.

IF YOU ARE NOT ELIGIBLE,OR DO NOT AGREE TO THE TERMS,THEN YOU DO NOT HAVE QWIQI'S PERMISSION TO USE THE SERVICES.YOUR USE OF THE SERVICES, AND QWIQI's PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY QWIQI AND BY YOU TO BE BOUND BY THESE TERMS.

SECTION 1:DEFINITIONS

These Terms of Service in the agreement are defined and have the meaning as set out in this clause:

Agreement: these Terms of Service are a legally binding agreement between you and QWIQI regarding your use of the Services.Each greement and/or "Order Form"entered into by and between you and QWIQI, to which these Terms of Service shall apply.

Applicable Law: the laws of Hong Kong.

Customer: the Party with whom QWIQI enters into an agreement.More commonly referred to in this agreement as "you".

Customer Materials: all information, data, content, and other materials, in any form or medium, that is provided by or on behalf of you to QWIQI.

QWIQI: the QWIQI Global company entering into the agreement with you as identified in the applicable Agreement.

QWIQI IP: the service, the software and the QWIQI Platform, and any improvements, modifications or enhancements to or derivative works of the foregoing, and all intellectual property rights in and to any of the foregoing.

QWIQI Platform: QWIQI's computing environment designed to provide the Service and to establish the connection between QWIQI and your.

Intellectual Property Rights: all intellectual property rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded to the same including all: (a) patents, registered trademarks, service marks, copyright, designs and any and all applications for registration of any of the same wheresoever made; (b) unregistered trademarks, service marks, designs, design right and copyright; and (c) know how, trade secrets howsoever arising and any right or interest in any of the foregoing.

Effective Date: means the date on which a particular agreement comes into effect.

End User: a natural person or legal entity authorized by you to make use of the your end user services.

End User Service: the service you provide to your end users.

Operator: a electronic communications service provider, or provider of over the top communication services that provides (wireless) messaging, voice and data communication and other related services to its customers including QWIQI, its subscribed end users and other Operators.

Personal Data: any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Service(s): the service QWIQI provides to you under the agreement, which may include electronic communications, professional services, providing access to applications as software as a service, services that provide both platform services, including access to and use of the QWIQI Platform, any application programming interface (QWIQI API) and/or communications services used in connection with the QWIQI Platform or QWIQI APIs.

Working Day: Monday to Friday from 9 a.m. to 6.00 p.m., in accordance with the time zone per the QWIQI entity providing the Service, excluding generally recognized public holidays.

SECTION 2: SCOPE

2.1 These Terms of Service apply to all agreements between QWIQI and you unless the Parties have expressly agreed otherwise in writing.

2.2 The applicability of any general (purchasing) terms used by service, or any other terms and conditions other than included in the agreement and these Terms of Service, is hereby expressly excluded.

2.3 The Parties hereby agree that any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by law. For the purpose of these Terms of Service, any reference to "written" or in writing" means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic transmission.

2.4 Applicable law applies to the end user services offered by customer to its end users in the country where the end user service is delivered. You shall familiarize yourself with such applicable law (including obtaining independent legal advice if necessary) applicable to the end user service. QWIQI makes no warranties and assumes no liability in this regard.

2.5 The QWIQI PRIVACY POLICY form an integral part of these Terms of Service and the agreement between customer and QWIQI covering customers use of the services.

SECTION 3: YOUR RIGHT AND OBLIGATIONS

3.1 Registration and use

3.1.1 By completing the registration process or by actually using the Service in a manner permitted by other platforms, you confirm that you are legal entity or other organisation with full legal capacity and the capacity to act in accordance with civil law. If you do not have the above qualifications, please do not use the Service, otherwise you and your legal guardian will bear all consequences arising therefrom, and QWIQI has the right to cancel (permanently freeze) your account and claim damages from you and your legal guardian. If you register on behalf of a company or other legal entity, or use the Services in a manner permitted by other platforms, you represent and warrant that you have the right to bind such company or legal entity to the terms of this Agreement.

3.1.2 You shall provide the Registration Information as required by the Platform and ensure that the Registration Information provided is true and valid. If any of your relevant Registration Information changes, you shall update the relevant Registration Information within one business day of the change. If your Registration Data is false, inaccurate, or not updated in a timely manner, QWIQI has the right to suspend your Services, resulting in any loss or liability to you.

3.1.3 You agree that the account name, logo, profile and other information you register will not contain any illegal or unfavourable information, that you will not impersonate any other person, that you will not register on behalf of any other person without permission, that you will not register accounts in a way that may mislead other users, and that you will not use a username that may infringe the rights and interests of others (including, but not limited to, suspected infringement of trademark rights or rights of publicity); otherwise, QWIQI has the right to refuse registration or to suspend the service and revoke the account number, and you will be liable for any losses incurred as a result.

3.1.4 You understand and agree that ownership of the registered account is vested in QWIQI. Upon completion of the registration, you will only receive the right to use the account. Otherwise, QWIQI has the right to revoke the account immediately and without notice, and you shall bear the losses resulting from the deletion or loss of all data, information, etc. caused by your use of the Service.

3.1.5 Upon successful registration, QWIQI will verify your identity using your account and password. You are responsible for maintaining the confidentiality of your account and password and are solely responsible for all activities that occur under your account and password. You agree to notify the Platform immediately of any unauthorised use of your password or account, or any other breach of security, and you agree and confirm that QWIQI shall not be liable for any direct or indirect loss or damage caused by the above circumstances. Your account and password may not be transferred, assigned or inherited in any way (except for property rights and interests related to the account), unless otherwise provided by law or court order and with the consent of QWIQI.

3.1.6 You understand and agree that if you do not access your account for more than 6 consecutive months, QWIQI has the right to recover the account for the purpose of website optimisation management, and you shall bear the related expenses and responsibilities.

3.1.7 After an account has been terminated or cancelled in accordance with this agreement, QWIQI has the right to deal with the relevant content and information of the account, including but not limited to deletion, and does not have to bear any liability towards the user.

3.2 Occupancy and access services

3.2.1 Admission: You shall register with QWIQI and submit the relevant materials as required by the platform before you can complete the developer approval process. After successful admission, the account will be opened automatically.

3.2.2 Access to Services: You shall select and apply for the appropriate API Call Authorisation with Communication Capability and confirm the appropriate Terms of Service. Once you have been granted the appropriate communication capability authority after verification, you can log in to the Administration Console to perform service management and other operations.

3.3 Specifications for use.

3.3.1 You will only use the Services for their intended and normal purpose and/or for the purposes agreed and described in the Agreement. Without limitation, you may not: (i) reverse engineer or otherwise attempt to gain unauthorised access to any component of the Service; (ii) resell the Service or otherwise use, or permit any other person to use, the Service for any purpose other than for your benefit in accordance with the Agreement; (iii) interfere with or (attempt to) disrupt the integrity or performance of the Service or any data or content contained in or transmitted by the Service; (iv) collect any data from or about the Service, except for service features provided by QWIQI and used expressly for such purposes; or (v) use the Service or any QWIQI Confidential Information for benchmarking or competitive analysis of competitive or related products or services, or to develop, market, license or sell any product, service or technology that directly or indirectly competes with the Service.

3.3.2 You will take effective measures to prevent hacking, password theft, illegal page requests and other illegal actions that endanger the information security of the communications business. You shall properly keep the interface and account password of this service and ensure the security of the terminal and network for your own use. All actions performed using the account password shall be deemed to be your actions, and the consequences of the loss or theft of the account password and network insecurity shall be borne by you.

3.3.3 You agree not to modify or interfere or attempt to modify or interfere in any way with the Platform or any other QWIQI website or system or any part or function of the QWIQI website, system or code provided to you. If you violate the above terms and conditions, QWIQI has the right to take measures such as warning, limiting the service, taking the application offline, deleting the application, suspending or terminating the service.

3.3.4 You are legally responsible for your own actions in using the Platform Services and for the rights and obligations between you and your clients. You shall independently develop and independently operate the application results of the Platform Services. QWIQI shall not be involved in the operation of your application, and you shall carry out the operation of the application in accordance with the law and independently bear the corresponding legal liability. You agree to indemnify and hold QWIQI and its affiliates and partners harmless from and against any and all claims, demands, or losses by any third party resulting from or arising out of any violation of this Agreement or the relevant Terms of Service.

3.3.5 You shall meet the technical and commercial requirements of QWIQI for the interface.

3.3.6 You may not sell, exchange, lend, sublet or sublicense the services, interfaces, data, etc. of this Agreement, in whole or in part, to any third party.

3.3.7 You agree to abide by the platform rules, specifications, etc. formulated by QWIQI, and to abide by the corresponding appendix according to the selected services.

3.3.8 You will not breach the Agreement or use any of the resources of the Platform in an unlawful manner; you will not sell, transfer or assign the code, API (Application Programming Interface), development tools and other Platform service resources of the Platform to any entity or person; you will only have the right to use the services of the Platform in a lawful manner in accordance with this Agreement.

SECTION 4: QWIQI RIGHTS AND OBLIGATIONS

4.1 QWIQI has the right to modify and upgrade the Platform and other operations, and has the right to formulate and modify the Platform and Service specifications. As soon as the specifications are published on the websites of QWIQI and its affiliated companies, they become part of this Agreement and you must comply with them. Failure to do so will result in the automatic termination of this Agreement.

4.2 QWIQI has the right to inspect and monitor your services for the purpose of preventing, detecting and investigating fraud, security threats, illegal activities or violations of agreements, policies or rules with you or your affiliates. QWIQI reserves the right to suspend or terminate the Services provided to you at its sole discretion, whether or not you and your customers are using the Services to engage in inappropriate activities, based on complaints from end users or third parties and QWIQI's monitoring and inspection of the Services.

4.3 QWIQI has the right to change some or all of the functions of its services if necessary. If the change of functions may cause an interruption or termination of the daily services, QWIQI will notify you and complete the repair of basic functions as soon as possible. You may choose to continue using the adjusted service features or to discontinue using the Platform Services.

4.4 Your application and the business you operate must not cause any actual or potential damage or conflict of interest to QWIQI and its affiliates, otherwise QWIQI has the right to immediately notify you and terminate all services provided by the Platform to users without any legal liability or compensation, and QWIQI reserves the right to pursue your corresponding liability.

SECTION 5: CONFIDENTIALITY AND PUBLICITY 5.1 As used herein, “Confidential Information” means any information that one Party (the "Disclosing Party"） provides to the other Party (the "Receiving Party"） in connection with the Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Service will be deemed Confidential Information of QWIQI. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public other than as a result of a breach of the confidentiality terms of the Agreement; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in these Terms and Conditions will limit or restrict QWIQI's ability to use or disclose any general know-how, experience, concepts and/or ideas that QWIQI or its personnel acquire or obtain in connection with the performance of QWIQI's obligations hereunder. 5.2 The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under these Terms and Conditions. The Receiving Party will not disclose any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information and who are bound by written agreement with use and nondisclosure restrictions at least as protective as those set forth in these Terms and Conditions, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency, stock market or governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 5.3 Each Party's obligations with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years after termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law. 5.4 These Terms of Service of the Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes. 5.5 You hereby grant QWIQI the right and permission to use your name, trade mark(s) and company logo in QWIQI's marketing, sales, financial and public relations materials and other communications to identify you as a customer of QWIQI. Subject to QWIQI's prior written consent, QWIQI hereby grants you the express right to use QWIQI's name and logo solely to identify QWIQI as a provider of services to you. All goodwill and enhanced reputation generated by your use of QWIQI's name and logo shall inure to the exclusive benefit of QWIQI; and all goodwill and enhanced reputation generated by QWIQI's use of your name and logo shall inure to the exclusive benefit of QWIQI. Except as expressly provided herein, neither party shall use the name(s), trademarks, logos, URLs or specifications of the other party without the prior written consent of the other party.

SECTION 6: INTELLECTUAL PROPERTY RIGHTS 6.1 QWIQI or other rights holders lawfully own the intellectual property rights to all content on the Platform, including but not limited to works, images, archives, information, materials, website structure, website image arrangement and page design. No one may use, modify, reproduce, publicly display, alter, distribute, or publicly perform the Platform programs or content without the written permission of QWIQI or other rights holders. 6.2 The intellectual property rights of an application independently developed by a developer belong to the owner; the owner agrees to grant QWIQI and its affiliates a free, perpetual, irrevocable, non-exclusive, transferable and assignable licence to use, access and demonstrate the products of the QWIQI application development platform worldwide. This licence shall not be affected by the termination of the cooperation between the parties or by the termination of this Agreement. 6.3 The systems, codes, data, trademarks, etc. involved in the project cooperation under this Agreement are the property of both parties in accordance with the law. The other party shall not use, modify, copy, publicly disclose or distribute such systems, codes, data, trademarks, etc. without the written consent of the rightful owner. Failure to do so shall entitle the Proprietor to terminate this Agreement with immediate effect and to claim compensation from the other party for all losses (including, but not limited to, investigation and evidence collection costs, notarisation costs, legal fees, etc.). 6.4 You may not reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or create derivative works of QWIQI based on the technical interface, source code, algorithms, etc. that are open to cooperation in this project without express permission.

SECTION 7: PROMISE 7.1 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export control and other international trade laws, regulations and governmental orders (collectively, "Anti-Corruption and Trade Laws") that are directly or indirectly applicable to the jurisdiction in which the Services are provided (including, without limitation, the United States), and (b) represents that it has not made, promised or authorised any payment or other thing of value in violation of any Anti-Corruption and Trade Laws. You will immediately notify QWIQI in writing of any actual or potential violation of anti-corruption and trade laws in connection with the use of the Services and will take all appropriate steps to remedy or terminate such violation, including any steps requested by QWIQI. If applicable, you represent that you have obtained and warrant that you will continue to obtain all licences or other authorisations required to export, re-export or transfer the Services. Each party represents and warrants that it (and, in the case of you, your end users) is not on any governmental prohibited, denied or unverified parties, sanctions, debarment or exclusion lists, or lists of restricted parties in connection with export controls (collectively, "Sanctions Lists"). If You are placed on a Sanctions List, You will immediately (i) cease using the Services, and if Your End Users are placed on a Sanctions List, You will immediately (ii) terminate Your End Users' access to the Services.

SECTION 8: INDEMNIFICATION AND DISCLAIMER 8.1 By Customer 8.1.1 Client acknowledges that access to the internet, telecommunication networks and other communication media is subject to uncertainties, including, but not limited to, availability of services, the reliability of transmission, authorizations, authenticity and data security. QWIQI does not warrant that the Services are, or will be completely error-free, bug-free or uninterrupted. QWIQI shall not be liable for any stoppages, slowdowns, interruptions of the Service, performance problems or any other problems that are due to circumstances beyond its control, including, but not limited to, disturbance of telephone and/or telecom transmissions and/or Operator networks, deficiencies or limitations in Client's hardware, systems, software, or processes, deficiencies or limitations in internet or wireless connections. In the event of an error, bug or interruption, QWIQI shall use its reasonable efforts to restore the Service in accordance with proper practices recognized in the industry. 8.1.2 Customer agrees to defend, indemnify, and hold harmless QWIQI, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorneys fees) (collectively, “Losses”） incurred in connection with claims made or brought by a third party arising from or relating to: (i) use of the Services in a manner not authorized by this Agreement, including violations applicable law, by Customer, its Affiliates, or its or their Authorized Users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer, its Affiliates, or its or their employees, agents or subcontractors.

SECTION 9: FORCE MAJEURE

If the performance of this Agreement is impossible, unnecessary or pointless due to force majeure or other unforeseen circumstances, the party suffering from the force majeure or unforeseen circumstances shall not be liable. Force majeure and unforeseen events are objective events that are unforeseeable, unavoidable or insurmountable and have a significant impact on one or both parties, including but not limited to natural disasters such as floods, earthquakes, epidemics, etc., as well as social events such as wars, riots, government actions, disruption of main telecommunications lines, hacking, network congestion, technical adjustment of telecommunications departments, government control, etc.