INTRODUCTION
Welcome to companyIQ®! You, as a User (“User”), and your use of companyIQ (“MB Services”) is subject to the following terms of this End User License Agreement (“EULA”).
1. COMPLIANCE WITH THESE TERMS
1.1.These Terms (“Terms”) apply to users of the MB Services anywhere in the world. The User must comply with these Terms while using the Micro Benefits Limited (“Provider”) MB Services and only use the MB Services as permitted by applicable laws and regulations; wherever the User may be when the User uses them. The User must review these Terms and the policies and instructions to understand how the User can and cannot use the MB Services. If the User does not agree to these Terms, the User must not use the MB Services.
2. CONTRACTING ENTITY
2.1.By using the MB Services, the User is agreeing to be bound by EULA between the User and the Provider, a Hong Kong company located at 11th Floor, Club Lusitano, 16 Ice House Street, Central, Hong Kong.
2.2.The Terms set out the rules governing:
2.2.1.the use of www.microbenefits.com and/or www.company-iq.com and/or any successor website and/or apps and the services available on those websites and/or apps on any successor websites and/or apps;
2.2.2.the transmission, storage and processing of content by the User, or by any person on the User’s behalf, using the MB Services
2.3.If the User is under 18 years of age, please read these Terms and other such agreements with legal guardians.
2.4.The Provider may translate these Terms into multiple languages, and in the event there is any difference between the English version and any other language version of these Terms, the English version will apply (to the extent permitted by applicable law).
3. GENERAL USAGE RULES
3.1.The User must not use the MB Services in any way that causes, or may cause, damage to the MB Services or impairment of the availability or accessibility of the MB Services.
3.2.The User must not use the MB Services:
3.2.1.in any way that is unlawful, illegal, fraudulent or harmful; or
3.2.2.in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.3.The User must ensure that all data (“User Data”) complies with the provisions of this Policy.
4. INCONSISTENCIES
4.1.If there are any additional terms of service or policies that are different from these Terms, the relevant additional terms of service or additional policies will apply, except that nothing in those additional terms of service or policies will (unless expressly indicated otherwise in those additional terms of service or policies) overrule the following sections of these Terms (in the event there is any difference).
4.2.However, to the extent that any country-specific terms differ from these Terms or any additional terms of service or policies, the relevant country-specific terms will apply, regardless of which section of these Terms is in question.
5. PAYMENT
The User may make payments to the Provider from time to time while using the MB Services (including for the provision of the MB Services or provision of certain additional features within the MB Services). The specific terms of the MB Services may set out further conditions applying to such payments (including conditions in relation to refunds, billing arrangements and any consequences of failing to make timely payments). The User must comply with all such terms in relation to the User’s payments to us.
6. USER DATA
When the User submits, uploads, downloads, transmits, generates, or displays any data, information, media or other content (including personal posts) in connection with the User’s use of the MB Services (“User Data”) the User will be responsible for User Data and continue to own User Data;
6.1.The Provider’s use of User Data will be subject to the “Data Security Policy”.
6.2.The User gives the Provider and the affiliate companies the right to use User Data (with no fees or charges payable by the Provider to the User) solely for the purposes of providing, promoting, developing and trying to improve the MB Services, including new services that the Provider may provide in the future;
6.3.The User gives the Provider the right to export User Data to the United States only if required to carry out the MB Services;
6.3.1.Exported data must shall comply with anonymization restraints set forth in the Data Security Policy;
6.4.In using User Data for these purposes, the Provider and the affiliate companies and agents may copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish User Data worldwide in all media and by all distribution methods, including those that are developed in the future, provided that they are incorporated into the MB Services or new services provided by Provider and its affiliates; and
6.5.The Provider may share User Data with third parties that the Provider works with to help provide, promote, develop and improve the MB Services, but these third parties (other than the affiliate companies) will not make any separate use of User Data for any purposes that are not related to the MB Services.
6.6.In addition, the User agrees that the Provider and the affiliate companies (subject to these Terms, the Data Security Policy and applicable laws and regulations):
6.6.1.are allowed to retain and continue to use User Data after the User has stopped using the MB Services - for example, where the User has shared User Data with other users of the MB Services;
6.6.2.may be required to retain or disclose User Data in order to comply with applicable laws or regulations, or in order to comply with a court order, subpoena or other legal process, or the Provider and the affiliate companies may disclose User Data in response to a lawful request by a government authority, law enforcement agency or similar body (whether situated in the User’s jurisdiction or elsewhere). The User also agrees that the Provider may need to disclose User Data in order to enforce these Terms, protect the rights, property or safety, or the rights, property or safety of the affiliate companies or other users of the MB Services; and
6.6.3.may be unable to delete or provide a copy of User Data from the MB Services, since it may be a technical and administrative matter.
7. UNLAWFUL CONTENT
7.1.User Data must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law)
7.2.User Data, and the use of User Data by the Provider in any manner licensed or otherwise authorized by the User, must not:
7.2.1.be libelous or maliciously false;
7.2.2.be obscene or indecent;
7.2.3.infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;
7.2.4.infringe any right of confidence, right of privacy, or right under data protection legislation;
7.2.5.constitute negligent advice or contain any negligent statement;
7.2.6.constitute an incitement to commit a crime, instructions for the commission of a crime, or the promotion of criminal activity;
7.2.7.be in contempt of any court, or in breach of any court order;
7.2.8.constitute a breach of racial or religious hatred or discrimination legislation;
7.2.9.be blasphemous;
7.2.10.constitute a breach of official secrets legislation; or
7.2.11.constitute a breach of any contractual obligation owed to any person.
7.2.12.Constitute an incitement for violent or financially damaging group activities
7.3.The User must ensure that User Data is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
8. GRAPHIC MATERIAL
8.1.User Data must be appropriate for all persons who have access to or are likely to access the Data in question, and in particular for children over 12 years of age.
8.2.User Data must not depict violence in an explicit, graphic or gratuitous manner.
8.3.User Data must not be pornographic or sexually explicit.
9. FACTUAL ACCURACY
9.1.User Data must not be untrue, false, inaccurate or misleading.
9.2.Statements of fact contained in User Data and relating to persons (legal or natural) must be true; and statements of opinion contained in User Data and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
10. ETIQUETTE
10.1.User Data must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.
10.2.User Data must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
10.3.User Data must not be liable to cause annoyance, inconvenience or needless anxiety.
10.4.The User must not use the MB Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
10.5.The User must not use the MB Services for the purpose of deliberately upsetting or offending others.
10.6.The User must not unnecessarily flood the MB Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
10.7.The User must ensure that User Data does not duplicate other content available through the MB Services.
10.8.The User must ensure that User Data is appropriately categorized.
10.9.The User should use appropriate and informative titles for all User Data.
10.10.The User must at all times be courteous and polite to other users of the MB Services.
11. MARKETING AND SPAM
11.1.The User must not without the written permission use the MB Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
11.2.User Data must not constitute or contain spam, and the User must not use the MB Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
11.3.The User must not send any spam or other marketing communications to any person using any email address or other contact details made available through the MB Services or that the User find using the MB Services.
11.4.The User must not use the MB Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.
12. GAMBLING
12.1.The User must not use the MB Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
13. MONITORING
13.1.The User acknowledges that the Provider may actively monitor User Data and the use of the MB Services.
14. DATA MINING
14.1.The User must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the MB Services.
15. HYPERLINKS
15.1.The User must not link to any material using or by means of the MB Services that would, if it were made available through the MB Services, breach the provisions of this Policy.
16. HARMFUL SOFTWARE
16.1.User Data must not contain or consist of, and the User must not promote or distribute by means of the MB Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
16.2.User Data must not contain or consist of, and the User must not promote or distribute by means of the MB Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
17. RESPONSIBILITY FOR YOUR CONTENT
17.1.The User is solely responsible for User Data and the Provider recommends that the User keep a back-up for its content at all times; and the User must ensure the following at all times:
17.1.1.The User has the right to require to submit, transmit or display User Data, and to grant the Provider these rights as set out in these Terms; and
17.1.2.User Data (and the use of User Data in accordance with these Terms) does not infringe or violate the rights of any person or breach any applicable laws or regulations.
18. THIRD PARTY CONTENT AND MB SERVICES
18.1.The Provider is not responsible for, nor do the Provider endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted, displayed by or linked by the MB Services, including content provided by other users of the MB Services or by the advertisers. The User acknowledges and agrees that by using the MB Services the User may be exposed to content which may be inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content accessible through the MB Services by the User is done at the User’s own risk. The User’s use of the MB Services does not give the User any rights to any content the User may access or obtain in connection with the User’s use of the MB Services.
18.2.The Provider also do not guarantee the quality, reliability or suitability of any third party MB Services provided, made available or linked through the MB Services and the Provider will bear no responsibility for such third party MB Services. If the User’s access third party MB Services through the MB Services, the User must comply with any terms and conditions applicable to those MB Services.
18.3.The Provider may review (but make no commitment to review) content or third party MB Services made available through the MB Services to determine whether or not they comply with the policies, applicable laws and regulations or are otherwise objectionable. The Provider may remove or refuse to make available or link to certain content or third party MB Services if they infringe upon intellectual property rights, are obscene, defamatory, abusive, violate any rights or pose any risk to the security or performance of the MB Services.
18.4.There may be third party content and MB Services on the MB Services that are subject to further terms at all times, including terms from the relevant third party that originally produced such content and MB Services (for instance, the news agency that was responsible for writing a news article that then appears on the news service). In such cases, the User agree to comply with any such further terms and conditions as notified to the User.
18.5.If the User has any concerns regarding any content or any other aspects of the MB Services, please contact compliance@microbenefits.com.
19. ADVERTISING CONTENT ON OUR MB SERVICES
19.1.The Provider’s MB Services may include advertising or commercial content. The User agrees that the Provider is allowed to integrate advertising or commercial content into the MB Services and that (where reasonably practicable) the Provider will identify paid MB Services and communications. The User also agrees that the Provider may use targeted advertising to try to make advertising more relevant and valuable to the User, so long as it complies with the Data Security Policy.
20. DIRECT MARKETING
20.1.The Provider may use the User’s information for the purpose of sending the User advertising or direct marketing (whether by messaging within the MB Services, by email or by other means) that offer or advertise products and MB Services of ours and/or selected third parties. Such products and MB Services include but are not limited to:
20.1.1.Products and MB Services of ours (or the affiliate and subsidiary companies and joint venture partners), including MB Services in relation to messaging, online media and advertising, interactive entertainment, social networking, e-commerce, news and information, payment, Internet search, location and mapping, applications, data management, and other related software and MB Services (“Internet MB Services”).
20.1.2.Third party providers of Internet MB Services and products and MB Services relating to dining, food and beverages, sports, music, film, television, live performances and other arts and entertainment, books, magazines and other publications, clothing and accessories, jewelry, cosmetics, personal health and hygiene, electronics, collectibles, housewares, appliances, home decoration and furnishings, pets, automobiles, hotels, transport and travel, banking, insurance and financial MB Services, loyalty and reward programs and other products, MB Services and content that the Provider think may be relevant to the User.
20.2.If required by applicable laws, the Provider will honor the User’s request for the Provider to not use the User’s personal information for the direct marketing purposes noted above. If the User wishes to make such a request, please:
20.2.1.notify the Privacy Officer by emailing compliance@microbenefits.com;
20.2.2.follow the relevant instructions from the marketing messages; or
20.2.3.if available, follow the instructions as set out in certain service-specific guidance (in relation to the relevant service).
20.3.Please note that the Provider will not share the User’s personal information with advertisers unless official consent has been given by the User. The Provider does, however, share non-personal information with advertisers for the purposes of offering the User advertising that is more relevant to the User.
21. OUR INTELLECTUAL PROPERTY RIGHTS
21.1.All intellectual property rights to the MB Services and software (including any future updates, upgrades and new versions) will continue to belong to the Provider and the licensors. Except as expressly provided in these Terms, the User has no right to use the intellectual property rights. In particular, the User has no right to use the trademarks or product names (for example, “MicroBenefits” and/or “companyIQ” and/or “CIQ”), logos, domain names or other distinctive brand features without the prior written consent. Any comments or suggestions the User may provide regarding the MB Services are entirely voluntary and the Provider will be free to use these comments and suggestions at the discretion without any payment or other obligation to the User.
21.2.Where the MB Services involve the User downloading and using any software, the Provider grants the User a limited, personal, non-exclusive, non-sub licensable, non-transferrable, royalty-free and revocable license to use the software in order to use the MB Services in accordance with these Terms (including any specific technical requirements that relate to the software or its use on the User’s particular device). Please note that these license terms may be supplemented by terms and conditions applicable to the specific software.
21.3.The User may not copy, modify, reverse compile, reverse engineer or extract source codes from the software, except to the extent that the Provider may not prohibit the User from doing so under applicable laws or regulations or if the User have the prior written consent to do so. Where applicable laws or regulations entitle the User to reverse compile or extract source codes from the software, the User must first contact the Provider to request the information the User needs.
21.4.The Provider may from time to time provide updates to the software. Such updates may occur automatically or may need to be manually implemented. Please note that the MB Services may not operate properly or at all if upgrades or new versions are not installed by the User. The Provider do not guarantee that the Provider will make any updates available for any of the software, or that such updates will continue to support the User’s device or system.
22. OPEN SOURCE SOFTWARE
22.1.The Provider’s MB Services may use “Open Source Software” that is subject to terms in section 18 (“Third Party Data and MB Services”). Where the Provider uses such Open Source Software, please note that:
22.1.1.There may be provisions in the Open Source Software's license that expressly override these Terms, in which case such provisions shall prevail to the extent of any conflict with these Terms;
22.1.2.The Provider will credit the relevant Open Source Software (including notifying the User of the relevant Open Source Software terms), courses and other contents within the MB Services.
23. WARRANTY AND DISCLAIMER
23.1.The Provider guarantees that the Provider will provide the MB Services with duty of care and with reasonable skills.
23.2.Apart from this warranty, to the extent permitted by applicable laws and regulations, all of the MB Services and software are provided on an “as is” and “as available” basis and neither the Provider nor any of the affiliate companies make any representation or warranty or give any undertaking in relation to the MB Services, the software or any content submitted, transmitted or displayed by the MB Services, including:
23.2.1.any representation, warranty or undertaking that the MB Services or software will be uninterrupted, secure or error-free or free from viruses;
23.2.2.that the MB Services or software will be compatible with the User’s device; or
23.2.3.that the MB Services or software will be of merchantable quality, fit for a particular purpose or not infringe the intellectual property rights of any person.
24. LIABILITY FOR OUR MB SERVICES AND SOFTWARE
24.1.To the extent permitted by applicable laws and regulations, in no event will the Provider or any of the affiliate companies be liable in connection with these terms, the general end user license agreement or the MB Services or software for any damages caused by:
24.1.1.any natural disaster such as floods, earthquakes or epidemics;
24.1.2.any social event such as wars, riots or government actions;
24.1.3.any computer virus, Trojan horse or other damage caused by malware or hackers;
24.1.4.any malfunction or failure of the or the User’s software, system, hardware or connectivity;
24.1.5.improper or unauthorized use of the MB Services or software;
24.1.6.the User’s use of the MB Services or software in breach of these terms or the general end user license agreement; or
24.1.7.any reasons beyond the reasonable control or predictability. Nor will we, to the extent permitted by applicable laws and regulations, be liable under any circumstances for any indirect, special, consequential, exemplary or punitive damages or for any loss of business, revenues, profits, goodwill, content or data.
24.2.Nothing in these terms limits or excludes any of the following liabilities, except to the extent those liabilities may be waived, limited or excluded under applicable laws and regulations:
24.2.1.any liability for death or personal injury;
24.2.2.any liability for gross negligence or willful misconduct; or
24.2.3.any other liability to the extent that such liability cannot be waived, limited or excluded under applicable laws and regulations.
24.3.Notwithstanding any other provisions of these terms, nothing in these terms limits or excludes any of the User’s statutory rights in the User’s jurisdiction (including any rights under applicable consumer protection regulation), to the extent these may not be excluded or waived under applicable laws and regulations.
24.4.The User agrees that the User (and the User’s organization, if the User is using the MB Services or software on behalf of such organization) indemnify the Provider, the partners or the affiliate companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorney fees) and liability arising from:
24.4.1.the User’s use of the MB Services or software; or
24.4.2.the User’s breach of these terms or any terms of the general end user license agreement.
24.5.The Provider is not responsible for any third party charges the User incurs (including any charges from the User’s internet and telecommunication MB Services providers) in relation to or arising from the User’s use of the MB Services or software.
25. TERMINATION
These Terms will apply to the User’s use of the MB Services until access to the relevant MB Services is terminated by either the User or us.
25.1.The Provider may suspend or terminate the User’s access to the User’s account or any or all of the MB Services:
25.1.1.if the Provider reasonably believes that the User have breached these Terms;
25.1.2.if the User’s use of the MB Services creates risk for the Provider or for other users of the MB Services, gives rise to a threat of potential third party claims against the Provider or is potentially damaging to the reputation;
25.1.3.if the User fails to use the MB Services for a prolonged period; or
25.1.4.for any other reason. Where reasonably practicable, the Provider will give the User notice of any suspension or termination.
25.2.Retention and back-up of the User’s content
25.2.1.following termination of these Terms, the Provider will only retain and use User Data in accordance with these Terms, in particular the Data Security Policy. Where the Provider suspend or terminate a service, or where the User’s access to the MB Services is terminated by the User or the Provider, the Provider does not guarantee that the Provider will be able to return any of the User’s content back to the User and the Provider may permanently delete the User’s content without notice to the User at any time after termination. Please ensure that the User regularly backs up User Data.
26. GENERAL AND OTHERS
26.1.These Terms are the entire agreement between the User and the Provider in relation to the MB Services. The User agrees that the User will have no claim against the Provider for any statement which is not explicitly set out in these Terms.
26.2.The invalidity of any provision of these Terms (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of the provision deemed invalid).
26.3.If a court holds that the Provider cannot enforce any part of these Terms as drafted, the Provider may replace those terms with similar terms to the extent enforceable under applicable law, without changing the remaining terms of these Terms.
26.4.No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision. Any rights and obligations under these Terms which by their nature should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of these Terms.
26.5.No persons (or organizations) other than the User and the Provider will have any right to enforce these Terms against any persons (or organizations), and the User may not delegate, assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise without the consent.
26.6.The Provider may freely assign, transfer or sub-contract these Terms or the rights and obligations under these Terms, in whole or in part, without the User’s prior consent or notice.
26.7.The User acknowledges and agrees that in no event will the partners or affiliate companies have any liability under these Terms.
