Terms & Conditions
Qii Limited – Terms of Service
Last Updated: September 17, 2024
By using the Application (as defined below), clicking the ‘IAccept’ button or similar button as part of accessing, adding, downloading,installing, registering, or using the Application, you (“you”, “your”or “User”) hereby agree to these terms of services, as may be amended fromtime to time (the “Agreement”) with Qii Limited,registered No. 76171564, 3 Lockhart Rd., Wan Chai. Hong Kong (the “Company”).
You hereby further acknowledge that you have read the termsof this Agreement carefully in their entirety and that you agree to be bound bythem. Please note that this Agreement constitutes the legally binding agreementbetween you (either an individual or an entity) and the Company, and if you donot agree to all terms of this Agreement, you must cease any use of the Applicationin any manner whatsoever, and exit and delete the Application.
1. General
1.1. The Company’s application can be found at https://qii78.com/qii-users/#download (collectively, the “Application”). TheApplication aims to encourage waste recycling habits and collect informationregarding recycling habits by using information derived from scanning certainQR codes found on various recyclable packages and recycling bins. As part of theuse of the Application, you may view and receive, from time to time, various informationand other content created, among other things, by third parties (“ApplicationContent”).
1.2. You herebyrepresent and warrant that: (i) you are at least 18 years old (the Company reservesthe right to request proof of age at any stage to verify compliance with thisrepresentation), or you are younger than 18, your legal guardian is acceptingthese terms on your behalf; and (ii) the Company has not disabled or terminated anyAccount (as defined below) under your name in the past for any reason.
2. Scope of Service& The License
2.1. Subject to the terms herein, the Company shall use commercially reasonable efforts to grant you a non-exclusive,non-transferable, non-sublicensable, revocable, limited license to access,install and use the Application, solely for your personal use, includingany revisions, derivatives, enhancements, updates or upgrades to it (the “License”). For the avoidance of doubt, the Company reserves allrights not expressly granted under the License to the fullest extent under anyapplicable law, and you shall not acquire anyrights whatsoever in and to the Application beyond the rights granted hereinunder the License and may only use the same under this Agreement. The Companywill have the right to review and monitor all use of the Application to ensurecompliance with the terms of the License and this Agreement.
2.2. The Companymay update the functionality, user interface, usability, and other userdocumentation or information relating to the Application and all of its features,from time to time, at its sole discretion and in accordance with this Agreementand the terms of this Agreement shall apply to any such subsequent updates andupgrades of the Application.
3. Registration
3.1. Under the License, you may use the Application as a guest or as a registered user. If youwish to register to the Application, the Company shall provide you withcredentials to open an account as an end user for the use of and access to theApplication (the “Account”).
3.2. As part of your registration to theApplication, you shall be required to provide certain information to theCompany, including as further detailed in the Privacy Policy (as definedbelow). You hereby undertake that all such information shall be accurate andcomplete and to keep all such information up-to-date.
3.3. As partof creating the Account, you will be askedto choose a password and user name, which,together with your email address associated with the Account (the “AccessInformation”), will constitute your identification information to log intoyour Account.
3.4. You are solelyresponsible for maintaining the confidentiality of your Account information andAccess Information, and you shall remain solely responsible for any activity onyour Account and any activity that occurs as part of your access tothe Application. You may notallow any other third party to use or access your Account and agree to usereasonable efforts to prevent unauthorized access to the Application and any device that you use to access the Application. If you share your Access Information withanyone, the Company will not be held liable for any loss that may occur as aresult thereof.
3.5. You will contact the Company promptly if (i) youdiscover that any Account information or Access Information is lost, stolen, ordisclosed to an unauthorized person; (ii) you reasonably believe that theAccount has been compromised, including any unauthorized access, use, ordisclosure of Account information or Access Information; or (iii) you discover anyother breach of security in relation to the Account information or AccessInformation, or the Application, that may have occurred or is reasonably likelyto occur.
4. User Obligations andRestrictions
4.1. You are solelyresponsible for your use of and activity on the Application.
4.2. It is your responsibility to obtain andmaintain at your expense all necessary equipment, computer hardware, modems, connections to theinternet, and other items required to access the Application and ensure that such equipment is compatible with the Application.
4.3. Without limiting thegenerality of the foregoing, you may not, may not permit or aid others, or allow any third party, to: (i) copy,modify, reverse engineer, decompile, or disassemble the Company’s IPR (as defined below) or the any part thereof, or create derivative works basedon the Company’s IPR; (ii) sell, rent, lease,sublicense, distribute, commercially exploit or transfer the Company’s IPR or any part thereof; (iii) represent that you have anyproprietary interest in the Application or delete or modify any attributions,legal notices or other proprietary designations on the Application; (iv) usethe Company’s IPR, either solely or inconjunction with any other products, for any purpose other than for the purposehereunder, or contrary to the terms of this Agreement, including in any way that will or might infringe any thirdparty’s rights (including without limitation any third party’s intellectualproperty rights); (v) use the Application in any illegal manner or for unlawfulpurposes; (vi) create an account with the Application through unauthorizedmeans, including but not limited to, by using an automated device, script, bot,spider, crawler or scraper; (vii) develop, support or use any means, including any automated device, script orbot to scrape (such as access or copy in bulk, retrieve, harvest, or index anyportion) the Application or any data of any kind available on the Applicationor related thereto, for any purpose; (viii) contest the Company’s IntellectualProperty Rights to the Company’s IPR; (ix) use any other trademarks,service marks, trade names, designs, logos or other kind of proprietary rights,that are confusingly similar to any of the Company’s IPR or to the look andfeel of the Application; (x) interfere with or disrupt the integrity orperformance of the Application or Company’s network or the data containedtherein or the use of other end-users of the Application; (xi) engage in “framing”, “mirroring”, or otherwisesimulating the appearance or function of the Application,or (xii) Abuse the Application in any way. “Abuse” shall mean andinclude any prohibited activity outlined in this Section 4.3, including,without limitation, direct or indirect violation or bad activity in or throughthe Application, including copyright infringement, email spamming, and networkscanning. The decision, whether an Abuse occurred or not, shall reside withCompany in its sole discretion. Upon resolution by the Company that an Abusehas occurred, without derogating from any of the Company’s rights, the Companyshall notify you accordingly to cease the Abuse immediately.
4.4. Without prejudice toany other right of the Company, upon any such forbidden uses as described in this Section 4, the Company shall have theright to (i) immediately terminate the License; (ii) report your behaviour patternson the Application to third parties, and (iii) take any other action that theCompany may deem appropriate to protect its property and rights, as well as therights of third parties.
5.1. TheApplication monitors, assesses, and evaluates the User’s recycling activities,including the volume of recycled packages, utilization of waste collectionbins, and recycling frequency, along with other actions reported by the User toachieve milestones (the “Achievements”). In exchange for theseAchievements, you will be awarded with Qoins (as defined below) and the Company may offer incentives, discounts,products, services and other benefits (the “Awards”) in exchange forsuch Qoins. The conversion of the Qoins into Awards shall be in accordance terms,guidelines, and timing as determined by the Company at its sole discretion.
5.2. YourAchievements are measured by the accumulation of qoins, derived from objectiveand subjective data collected by the Application (the “Qoins”). The Qoinsremain valid for one year (12 months), and any unused Qoins beyond this periodwill be removed. The Company retains its right to extend or reduce the validityof Qoins at any time and for any reason at its sole discretion. The Userexpressly releases the Company from any claims, whether direct or indirect,related to expired Qoins.
5.3. TheApplication may host contests and personal challenges for the Users. Thecriteria for determining winners in these contests will be set by the Company.Details about the upcoming contests and winning conditions will be publishedwithin the Application.
5.4. Theobjectives, criteria for Achievements, benefits, and participating businessesmay vary from time to time upon the Company’s sole discretion. Users can findthe updated list of businesses and Awards within the Application. Youexplicitly waive any claims for losses, whether direct or indirect, arisingfrom changes in objectives, criteria for Achievements, benefit realizationmethods or participating businesses.
5.5. Awardsfeatured in the Application, including those within the contests, are offeredby businesses, which are solely responsible for their features, quality,manufacturer names, and any representations made on the Application regardingthese Awards. Businesses bear exclusive responsibility for Award supply,quality, nature, durability, content and warranty conditions. The Company, oranyone on its behalf, shall not be liable for any losses or damages related tothe Awards, and you hereby waive any demands or claims against the Company inthis regard.
5.6. Awardspresented in the Application are done so in good faith by the businesses. Suchrepresentations do not constitute a recommendation or expression of opinionregarding the nature of the Awards, properties, manufacturer names, etc., bythe Company or anyone on its behalf.
5.7. Photographspresented in the Application serve for illustrative purposes only and shouldnot be considered binding descriptions of available or purchased Awards.
6. Intellectual Property
6.1. Notwithstandinganything to the contrary herein, the Application and any content of the Companythat is embedded in the Application, including materials, text,photos, logos, any graphical display of data, designs, sound, figures,analysis, statistics, and any other content, and allIntellectual Property Rights therein and any Feedback (as defined below), andany derivatives thereof andmodifications or enhancements to it (collectively,“Company’s IPR”), are exclusively owned by Company and/or its licensors.Except for the License, and as expressly provided herein, no other rights orlicenses, expressed or implied, are granted to you by Company with respect tothe Application or Company’s IPR.
“IntellectualProperty Rights” means any and all worldwide intellectual property rights,whether registered or not, including, but not limited to: (a) patents, patentapplications and patent rights, know how, inventions, research and developmentactivities and discoveries; (b) rights associated with works of authorship,including copyrights, copyrights applications, copyrights restrictions, maskwork rights, mask work applications and mask work registrations; (c) rightsrelating to the protection of trade secrets and confidential information,including but not limited to confidential and proprietary informationconcerning the business and financial activities of the Company, andany information concerning its service providers, employees, customers,suppliers, and partners; (d) trademarks, trade names, service marks, logos,trade dress, goodwill and domains; (e) rights analogous to those set forthherein and any other proprietary rights relating to intangible property; and(f) divisions, continuations, renewals, reissues and extensions of theforegoing (as applicable) now existing or hereafter filed, issued, or acquired.
6.2. Any feedbackprovided by you to the Company regarding the Application or any suggestedimprovements, enhancements, or derivatives thereto (“Feedback”) iswelcome by the Company. You are not required to provide Feedback, however, tothe extent that you shall do so, such Feedback shall be solely owned by the Company and shallnot, under any circumstance, constitute your confidential information. Youhereby acknowledge that the Company may use such Feedback in any manner Companysees fit with no restrictions, without payment of royalty or any otherconsideration.
7. Representations AndWarranties
Each party herebyrepresents and warrants that: (i) it has the full right, power, and authorityto enter into this Agreement and to perform the acts required hereunder; (ii)the execution of this Agreement and the performance of its obligations andduties hereunder does not violate any agreement to which it is a party or bywhich it is otherwise bound; (iii) this Agreement constitutes a legal, validand binding obligation, enforceable in accordance with its terms.
8. User Content
8.1. Certainfeatures of the Application may permit you to upload, submit, suggest, post, or otherwise make available, directly or indirectly, content, includingdata, text, code, photographs, videos, events, media, and other types of works(“User Content”).
8.2. You acknowledge and agree that the Company shall have sole discretion todetermine if the User Content will be posted or uploaded to the Application and the timing on which the User Content will be posted or uploaded tothe Application.
8.3. You are solelyresponsible for the User Content (including, without limitation, in connectionwith its compliance with all applicable laws and third-party rights). TheCompany is under no obligation to edit, control or monitor the User Content andwill not bein any way responsible or liable for User Content.
8.4. You hereby undertake that any and all UserContent shall not (i) violate or infringe any third-party rights (including butnot limited to any copyrights, moral rights, trademark rights, trade secretrights, patent rights, privacy rights, publicity rights or contract rights),(ii) violate or infringe any applicable local, state, national or internationallaws, rules or regulations of any applicable jurisdiction (including but notlimited to any tax laws, consumer protection laws, or laws governing the exportand/or import of data, software or any other property); (iii) be deceptive,misleading, fraudulent, defamatory, libelous, abusive, harassing,discriminatory, hateful, malicious, inciting of violence, threatening, sexuallyexplicit or obscene, pornographic, invasive of personal privacy or publicityrights; (iv) promote racism, bigotry, hatred or physical harm of any kindagainst any group or individual.
8.5. Companyreserves the right to cut, crop, edit, change, limit, ban, remove or refuse to publish any UserContent, in whole or in part, without notice or liability, at any time and inits sole discretion.
8.6. Any User Contentwill be considered non-confidential and non-proprietary. You must not post anyUser Content on or through the Application that you consider to be confidentialor proprietary. When you submit or post User Content through the Application, youagree and represent that (a) the User Content will become public information,and may be published or transmitted by other end-users throughany platform or application, either now known or hereinafter invented; (b) you own that User Content or you have received allnecessary permissions, clearances from, or are authorized by, the owner of anypart of the User Content, to submit it to the Application.
8.7. To the fullestextent permitted by law, the Company is not responsible for the use of any UserContent or results of processing User Content by users or non-users of the Applicationor any third parties.
8.8. The Company shallhave the right to collect and analyse data and other information relating tothe provision, use, and performance of various aspects of the Application andrelated systems and technologies (“Usage Data”). The Application may beimplemented using machine learning and artificial intelligence systems withfeatures and implementations designed to generate statistics, calibrate datamodels, and improve algorithms in the course of processing User Content andUsage Data (“AI Process”). The Company has the right to use such AIProcess for testing, tuning, optimizing, validating, or otherwise enhancing theanalytics, models, or algorithms underlying the Application. You shall not haveany rights in or to any part of the Application or the AI Process generated by theCompany or the AI Process generated in the course of providing the Application.
9. Application Content
9.1. You herebyacknowledge and agree that for the purpose of providing the Application Content,the Company is organizing and analysing content, data, and information of thirdparties, including such that are uploaded through the Application by other end-users,by using, inter alia, artificial intelligence technologies (includingthe AI Process) that help personalize and improve the Application.
9.2. The Application content may be subject tofactors beyond the Company’s control, such as continuous updates ormodifications, and may reflect personal thoughts and ideas of third parties. Youare hereby cautioned not to place reliance on any Application Content. TheCompany does not undertake to advise you of any changes in any of the ApplicationContent. Any reliance on any portion of the Application Content or theuse thereof is at your sole risk, and you shall bear soleresponsibility for your actions and decisions made relying on the Application Content.
10. Privacy
10.1. TheCompany’s privacy policy, available at https://qii78.com/privacy-policy (the “PrivacyPolicy”), sets forth the information the Company collects and receives andthe manner in which it is used. By agreeing to the terms of this Agreement, youhereby confirm that you also accept and agree to the Privacy Policy.
10.2. Youacknowledge and agree that except as described in this Agreement, any content,data, and information you enter into or upload to the Application (includingthe User Content) or that the Company collects in connection with your use ofthe Application (collectively, “Data”) will be processed as described inthe Privacy Policy. As between the Company and you, any Data that you enter orupload into the Application is and will remain owned by you. You hereby grant the Company the right tocollect, process, transmit, store, use, and disclose the Data to provide the Applicationand as otherwise set forth in the Privacy Policy.
10.3. Youacknowledge and agree that the Company may collect, create, process, transmit,store, use, and disclose aggregated and/or de-identified data derived from the Dataor your use of the Application (“Aggregated Data”) for the Company’sbusiness purposes, including for AI Process and training, industry analysis,benchmarking, analytics, and improving the Company’s business plans, AI models,algorithms, and systems to enhance the overall User experience and serviceofferings. AllAggregated Data will be in an aggregated and de-identified form only and willnot identify you. Nothing in this Agreement gives you any rights in or to anypart of the Application, and the services provided thereunder, or theAggregated Data.
10.4. You are solelyresponsible (a) for Data as entered into, supplied, accessed, or used by you,and (b) for complying with any privacy and data protection laws and regulationsapplicable to Data or your use of the Application.
11. Disclaimer
THE APPLICATION IS PROVIDED ON AN “AS IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OFANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPLICITLYDISCLAIMS ALL WARRANTIES OF ANY KIND, EITHEREXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THEENTIRE RISK ARISING OUT OF YOUR USE OF OR ACCESS TO THE APPLICATION REMAINSWITH YOU. THE COMPANY DOESNOT REPRESENT OR WARRANT THAT: (I) THE APPLICATION SHALL BE ERROR-FREE OR THATANY ERRORS WILL BE CORRECTED; (II) THE APPLICATION SHALL NOT CONTAIN ANYBUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO ORTHROUGH THE APPLICATION BY ANY THIRD PARTY; (III) THE OPERATION OF THE APPLICATION WILLBE UNINTERRUPTED OR THAT IT WILL BE ABLE TO BE USED AT ANY TIME, NOR DOES THE COMPANY WARRANTANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET; (IV) THE APPLICATION CONTENT IS IN ANY WAYACCURATE, CURRENT OR COMPLETE; (V) THE APPLICATION WILL MEET YOUR REQUIREMENTS.COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TOTHE APPLICATION OR THE ACCOUNT AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSINCURRED TO YOU, OR ANY OTHER THIRD PARTY, AS A RESULT, OR IN CONNECTION WITHTHE USE OF OR RELIANCE ON THE APPLICATION OR ANY INFORMATION DERIVED THROUGHTHE APPLICATION. IN ADDITION, THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLEFOR UNAUTHORIZED ACCESS TO YOUR SYSTEMS OR FOR YOUR USE OF THE APPLICATION;(IV) IT SHALL BE HELD RESPONSIBLE FOR THE RECOGNITION OR NON-RECOGNITION OF THEVALIDITY OF ANY AWARDS PROVIDED TO YOU WHETHER BY THE COMPANY, BUSINESSES,RETAILER, OR ANY OTHER THIRD PARTY THAT MAY BE INVOLVED IN THEIR CREATION,DISTRIBUTION, OR USE.
12. Limitation ofLiability
12.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY(TORT, CONTRACT, OR OTHERWISE), INCLUDING NEGLIGENCE ANDSTRICT LIABILITY, SHALL THE COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANYOTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIALDAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OFGOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF PROFITS,LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS ORSERVICES, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER OR NOT THE COMPANY HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Thelimitations contained in this Section 12 areconsidered reasonable by the parties having regard to the circumstances whichare known to or in the contemplation of the parties at the date of this Agreementand the availability of insurance to the parties.
12.3. Nothing inthis Section 12 shall beconstrued as limiting or attempting to limit liability for death or personalinjury arising from or attributable to the negligence of the Company.
13. Indemnification
You herebyagree to indemnify and hold the Company harmless from any and all damages,liabilities, costs, losses, or expenses arising out of any claim, demand, oraction by a third party (including reasonable attorney fees) arising from or inconnection your access or use of the Application, the User Content, or anybreach of your responsibilities or obligations, representations or warrantiesunder this Agreement.
14. Third Party Servicesor Content
14.1. While usingthe Application, you may view content or services provided by third parties,including businesses, advertisements and User Content published by otherend-users. It is emphasized that all content provided by third parties is notprovided by the Company or by anyone on its behalf, and the Company does notcontrol, endorse or adopt any such content or services, and such may not alwaysbe accurate or current.
14.2. Accordingly, theCompany recommends you independently verify all information before relying onit, and any decisions or actions taken based upon such information are yoursole responsibility.
15. Links
The Applicationmay contain links, content, advertisements, promotions, logos, and othermaterials to websites or software that are controlled or offered by thirdparties (the “Links”). The Company cautions you to ensure that youunderstand the risks involved in using such websites, software, platforms, ormaterials before retrieving, using, relying upon, or purchasing anything viathese websites, platforms, or software or based on such materials. Theinclusion of Links in the Application is not an endorsement, authorization,sponsorship, affiliation, or any other connection between the Company and thosewebsites, platforms, software, or their operators. Such Links are providedsolely for your convenience, and you agree that under no circumstances it willhold the Company liable for any loss or damage caused by the use of or relianceon any content, goods, or services available on other websites, platforms, orsoftware.
16. Miscellaneous
16.1. You may terminate this Agreement at any timeby deleting your Account and ceasing to use the Application. The Companyshall have the right to suspend or terminate the License and your use of theApplication immediately, at any time, upon your failure to comply with any of yourobligations hereunder. Upon termination of the Agreement, the Companyshall be entitled to terminate or disable the Account, and you shall cease to usethe Application. Notwithstanding the termination or expiration of thisAgreement, Sections 5 (IntellectualProperty), 10 (Privacy),11 (Disclaimer),12 (Limitation of Liability), 13 (Indemnification), and 16 (Miscellaneous)shall survive and remain in effect in perpetuity.
16.2. The Companymay, at its sole discretion, update, upgrade, amend, modify, or discontinue, fromtime to time, the Application or introduce new services therewith. The Companyshall not be liable for any loss suffered by you resulting from any suchchanges made, nor your inability to use certain features of the Application or reducedperformance associated with failure to install available updates and upgrade ofthe Application, and you shall have no claims against the Company in suchregard.
16.3. This Agreementcontains the entire understanding of the parties with respect to the subjectmatter hereof and supersedes all prior agreements, sales orders, or otherinstrument between the parties. The Company may change and update the terms ofthis Agreement from time to time, and any changes will be notified to youthrough the Application. By continuing to use the Application after any changescome into effect, you are deemed to agree to such revised terms.
16.4. The transmissionof information to or from the Application does not create between the parties anyrelationship that deviates from those specified in this Agreement.
16.5. You may nottransfer or assign your rights or obligations under this Agreement to any thirdparty without the Company’s prior written approval, and any such purportedassignment shall be null and void. The Company may assign its rights orobligations under this Agreement at any time.
16.6. The failure ofeither party at any time to require performance by the other of any provisionherein will not affect the right of such party to require performance at anytime thereafter, nor will the failure of either party to take action regardinga breach of any provision hereof be taken or held to be a waiver of theprovision itself.
16.7. Any provisionof this Agreement which is determined to be prohibited or unenforceable by acourt of competent jurisdiction will be ineffective only to the extent of suchprohibition or unenforceability and will be severed without invalidating theremaining provisions hereof or otherwise affecting the validity orenforceability of such provision. The headings, caption or section title used herein are for the convenience of the partiesonly and will not affect the interpretation of this Agreement.
16.8. You agree toaccept communications from the Company in an electronic format, and agree thatall terms, conditions, agreements, notices, disclosures or other communicationsthat the Company provides to you electronically will be considered to be “inwriting”.
16.9. This Agreementshall be governed by the laws of the Hong Kong Special Administrative Region ofthe People’s Republic of China (“HKSAR”). The parties each consent tothe non-exclusive jurisdiction of the courts of the HKSAR, and waive anyobjection to venue in such courts. Notwithstanding the foregoing, the Companyshall be entitled to seek injunctive and other equitable relief without thenecessity of showing actual monetary damages in any jurisdiction in the eventof an actual or threatened breach.