Terms and Conditions

Terms of Use QC-Easy Ltd Marketplace

These Terms of Use ("Terms") govern your access to and use of the QCE Marketplace (branded QC-Easy Ltd.) as defined in Section 1 below and which are made available by QCE Hong Kong, its parent companies, subsidiaries, representatives, affiliates, executives, and directors (collectively, "QCE"). These Terms incorporate by reference all other Terms of Use and Policies applicable to your use of the QCE Services. For example, our collection and use of personal information related to your access and use of QCE Marketplace is described in our Privacy Policy. Your use of the QCE Marketplace is also subject to the QCE User-Generated Content Policy.

1. Scope of QCE Marketplace

1.1 QCE Marketplace is a digital platform created to:

(i) facilitate the connection between third-party companies ("Buyers"), if applicable in your country, with inspection companies or inspectors registered on the QCE platform ("Inspectors"),
(ii) publish offers and information from inspection suppliers available for jobs, as well as
(iii) provide tools for research and communication with each other.

1.2 QCE Marketplace is just a channel to connect services and products between buyers and Inspection Suppliers, and does not, under any circumstances, act as a service provided by QCE, nor as an intermediary in any business between Buyers and the Inspectors. QCE does not deliver or provide any Inspections or services provided by registered Inspectors. When Buyers buy an inspection from an Inspector, they are entering into a contract directly with that Inspector, without any participation from QCE. QCE is not and does not become a party or an integral part of any contractual relationship between Buyers and Inspectors, and will not be responsible for any results arising from such a contractual relationship. QCE is not acting as an agent in any capacity for any party using QCE Marketplace. The parties must ensure that they comply with all applicable laws. QCE does not act as a guarantor for any user of the QCE Marketplace, and those parties need to make sure that they comply with all applicable laws. QCE does not act as a guarantor for any user of the QCE Marketplace, and those parties must make sure that they comply with all applicable laws.

1.3 Use of QCE Marketplace by Buyers. Your use of QCE Marketplace is voluntary and at your own risk. QCE Marketplace has no control over and does not guarantee

(i) the veracity or accuracy of any description, classification, evaluation, or other information about you, including, without limitation, your name, description, biographical information (collectively, User Content), or

(ii) the performance or conduct of any Inspector or third party. QCE does not endorse any Inspector or Inspection supplier. You should always exercise due diligence and care when deciding whether to use the QCE platform.

1.3.1 Use of QCE Marketplace by Inspectors. Your use of QCE Marketplace is voluntary and at your own risk. You will be responsible for all information published on the QCE Marketplace and are committed to:

Not use QCE Marketplace for any purpose that is criminal, harmful, illegal, threatening, offensive, defamatory, disrespectful, unfounded, discriminatory, and/or that does not meet true criteria.
Not to send or transmit any type of information that induces, incites, or results in discriminatory attitudes, violent or criminal messages that violate morals and good customs and that are contrary to public order; that harasses or invades the privacy of others, whether vulgar, profane, sexually explicit, obscene, racial or ethnically offensive, or in any other way, unacceptable for causing risks or damage to the image, materials, or morals to QCE or Inspectors.
Not registering with false or proprietary information from third parties.
Do not send any non-public information about QCE or any other company or person without proper authorization. This includes providing information (e-mail, address, telephone, and others) that is personal to the user or third parties.
Do not alter, delete, or corrupt third-party data and information.
Do not violate the privacy of other Internet users or users.
Do not attempt to hack the system for gain or otherwise, or use fake e-mail addresses.
Not to infringe any patent, trademark, trade secret, copyright, or other property rights of any party, or to configure any type of acts or omissions contrary to the law and/or crimes considered, including, but not limited to crimes against honor (defamation, slander, slander), crimes of unfair competition, and other crimes typified in any law applicable to its territory.
Do not use the Buyer’s contact details for any purpose other than presenting a commercial proposal. Should the Inspector contact the buyer to circumvent the QCE platform after having obtained the contact details from QCE, severe sanctions will be applied.
Not using the products and/or services available on QCE Marketplace for purposes other than those for which they are intended, such as on-selling confidential information.
Do not use QCE Marketplace for purposes other than those normally expected by the user interested in QCE Marketplace.

1.4 QCE Marketplace may contain links to third-party websites or resources (Third Party Services). Such Third Party Services may be subject to different terms and conditions and privacy practices. QCE is not responsible for the availability or accuracy of such Third Party Services nor the content, products, or services available on such Third Party Services. The links to these third-party services are not endorsements by QCE of these third-party services.

1.5 QCE does not guarantee the continuous and uninterrupted availability and accessibility of QCE Marketplace. QCE may improve, improve, modify, or restrict the availability of QCE Marketplace or certain areas or features of it, for any reason, in its sole discretion, and without notice.

1.6 You agree that you are solely responsible for compliance with any laws, rules, or regulations applicable to your use of the QCE Marketplace, including Job Listings and/or Inspection Services that you offer or receive.

2. Modification / Termination

2.1 QCE reserves the right to modify these Terms at any time, under this provision. If we make changes to these Terms, we will post the revised Terms on the QCE Marketplace, in the buyer and inspector apps, and update the “Last Updated” date at the top of these Terms. If you do not agree with the revised Terms, you must stop using QCE Marketplace. Your continued access to or use of the QCE Marketplace will constitute acceptance of the revised Terms.

2.2 In addition, QCE Marketplace reserves the right to modify or cancel your access to QCE Marketplace for any reason, including, without limitation, a breach of these Terms, at any time.

3. Applicable Law

3.1 Inspectors are subject to the laws of the territory where offers are made, or where they are registered. Buyers are subject to the regulations of the country of destination, or the regulations relative to the job.

QC-Easy Ltd. for Business – General Terms and Conditions

As of October 1, 2020

These QC-Easy Ltd for Business General Terms and Conditions (“General Terms”) are hereby accepted and agreed to by the company identified within the QC-Easy Ltd for Business sign-up process (“Company”), and constitute a legally binding agreement by and between the Company and QC-Easy Ltd, a Hong Kong company (“QC-Easy Ltd” or “QCE”).

These General Terms set forth the terms and conditions under which the Company may establish a QCE for Business corporate account (“Corporate Account”), which QCE makes available to the Company through the QCE Dashboard in connection with one or more QCE Products, as set forth herein. Company’s access to and use of the Dashboard in connection with any QCE Product is subject to these General Terms and each applicable Product Addendum, as may be modified or updated by QCE from time to time, effective upon posting an updated version of these General Terms and/or the applicable Product Addendum on the QCE website. QCE will provide the Company with notice of any such modifications or updates through the email QCE has on file and/or through the Dashboard. The company is responsible for updating contact information through the Dashboard and regularly reviewing the Dashboard, General Terms, and any applicable Product Addendum for updates and information from QCE. Continued use of the QCE Service or any QCE Product after any such modifications or updates shall constitute the Company’s consent to such changes. Capitalized terms used but not otherwise defined in the General Terms shall have the respective meanings assigned to such terms in the applicable Product Addendum.

4. Definitions

4.1 The following terms, as may be used in the Agreement, shall have the meanings set forth below:

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted under the wishes of that entity, or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up of Company.
“Authorized User” shall mean an individual authorized to use and link to the Company’s Corporate Account or an individual that is authorized to use QCE Services in connection with the Corporate Account, as such term is used in the applicable Product Addendum.
“Data Protection Law” means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of the USA, China, African nations, Asia, the European Union, the European Economic Area, and their member states, Switzerland, and the United Kingdom and other Commonwealth members, including the EU General Data Protection Regulation (2016/679) (GDPR).
“End User Terms” shall mean the terms and conditions applicable to all users of the QCE Service, available at https://www.qc-easy.ltd/, as may be updated by QCE from time to time.
“Personal Data” means any information in connection with this Agreement that can reasonably be used to identify an individual, or that may otherwise be considered personal data.
“Service Fee” shall mean the service fees applicable to User Charges and/or Company’s use of the QCE Services, if any, as set forth in a Product Addendum or otherwise agreed to between QCE and Company.
“QCE App” shall mean QCE’s mobile application or mobile website required for use of the QCE Service, as may be updated by QCE from time to time.
“QCE Service” shall mean QCE’s technology service that, when used in conjunction with the QCE App, or the Dashboard, as applicable, enables users and Administrators to request inspections on a bidding basis from independent third-party providers.
“User Charges” shall mean charges incurred by Authorized Users or Administrators, as may be the case, for inspections or other services obtained through the use of the QCE Service, including any charges that may be due for a particular use of the QCE Service.

4.2 The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as used in this Agreement have the meanings given in the GDPR.

5. Term and Termination

5.1 This Agreement shall commence upon the Company’s acceptance of the Agreement and shall remain in effect until terminated as set forth herein (the “Term”). Either party may terminate this Agreement or any Product Addendum with or without cause upon five (5) days advance written notice to the other party. Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. All Product Addenda shall automatically terminate upon the termination of these General Terms. All outstanding payment obligations and Sections 1, 2, 5, 8–12 of these General Terms shall survive the termination of this Agreement.

6. Account Administration

Company Dashboard and Access to QCE Products

6.1 Upon execution, QCE will set up the Company’s Corporate Account to access the QCE browser-based dashboard. The Company’s contact shall be an individual designated as an “Administrator.” The Company can:

View each QCE Product accepted and agreed via a Product Addendum.
View inspection details or service information, including user info, job reference, inspection address, deadlines, etc. (“Dashboard Data”).
Prepare and review activity reports using Dashboard Data.
Add and remove Administrators.
Manage and update Company credit card on file.
Review and manage payment statements.
Settle outstanding balances.

6.2 QCE reserves the right to add, remove, or make updates to features and functionality of the Dashboard. QCE agrees to use commercially reasonable efforts to provide access to the Dashboard as set forth herein.

7. Administration

7.1 The Company may appoint additional Administrators at its discretion. The Company agrees to:

Maintain all Dashboard login credentials in confidence,
Only permit an authorized Administrator to access the Dashboard, and
Update as necessary all information of the lead Administrator and other authorized Administrators to ensure it is current, accurate, and complete. The Company shall be responsible for all activity that occurs under its Dashboard login credentials.

8. Authorized User and Administrator Updates

8.1 It is the Company’s sole responsibility to keep and maintain an accurate list of current Authorized Users or Administrators authorized to bill User Charges to the Company’s Corporate Account for each separate QCE Product. QCE may review the current list of Authorized Users and Administrators and may use the Dashboard to maintain and support the QCE Service and ensure compliance with this Agreement.

9. Responsibility for User Activity

9.1 The Company agrees that:

TThe Company is responsible for all User Charges incurred by Authorized Users and Administrators via the Corporate Account, regardless of whether or not such User Charge was authorized by the Company. Further, the Company agrees that QCE shall not be responsible for User Charges incurred by an Authorized User or Administrator, as may be the case after the Company has attempted removal of such Authorized User or Administrator from the Corporate Account to the extent the Company provides incomplete or inaccurate Authorized User or Administrator removal information via the Dashboard. Finally, as between the Company and QCE, the Company shall be responsible for the User Charges incurred due to fraudulent or other unpermitted activity on the part of an Authorized User’s or Administrator’s use of the Corporate Account to access QCE Services. The company shall notify QCE promptly upon discovery of fraudulent or unpermitted activity occurring under the Company’s account.

10. Restrictions

10.1 The Company agrees to use the Corporate Account and Dashboard solely as outlined in this Agreement. The Company shall not, and shall not authorize others to:

Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying technology, methodologies, or algorithms of the Dashboard, QCE Service, or QCE
App, except to the extent allowed by applicable law,
Sublicense, lease, rent, sell, give, or otherwise transfer or provide the QCE Service or QCE App to any unaffiliated third party,
Upcharge, increase, or otherwise modify the User Charges for any usage of the QCE Service, or
Impose any additional fees or charges on an Authorized User related to the use of the Dashboard or QCE Service.

10.2 QCE reserves all rights not expressly granted to the Company or a third party, including Authorized Users, under this Agreement.

11. Fees – User Charges / Accepted Bids / Payment Process

11.1 User Charges and Service Fees applicable for each QCE Product shall be as outlined in the applicable Product Addendum. Accepted bids or “deals” struck between the user and the inspector are payable to QCE upfront and are non-refundable. Non-performance of the inspection for any reason whatsoever will result in a “credit” to the user for the next inspection bid and deal. Following the user’s posting of a request for inspection, the inspectors submit the inspection bids. The inspection bid and inspection service are both rendered within the deadlines set forth by the user (typically between 24 and 72 hours for the bid, and up to one calendar week for the report). Upon satisfactory completion of the inspection assignment and the inspector uploads the report, QCE will make the payment to the inspector against the invoice.

11.2 Finalization of Pricing and Bidding

11.2.1 Once a bid is submitted by the inspector and accepted by the client, the agreed price is final. Should the inspector later determine that the agreed price is too low for the scope of the work, the inspector is still bound to complete the inspection at the agreed-upon price unless both parties mutually agree to adjust the price in writing before the inspection begins. No unilateral changes to the agreed price will be permitted after acceptance.

12. Billing Options

12.1 Pre-Payment Billing

12.1.1 Pre-payment billing requires users to pay charges and service fees upfront, as specified in the product addendum. Payments are made in USD through QCE-accredited platforms like PayPal, credit cards and WISE.

PayPal: Note that an additional 5% fee applies when using PayPal.

WISE: Payments made through WISE may incur a fee, which will be specified at the time of payment.

13. Taxes

13.1 Unless otherwise indicated on a receipt, and although bids are considered to be all-inclusive, all User Charges, each to the extent applicable, may be exclusive of applicable taxes payable by the Company, and the Company agrees to be responsible for the payment of any such taxes assessed on such User Charges, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on QCE’s income. All payments shall be processed in United States dollars. All payments are non-refundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under this Agreement.

14. Proprietary Rights – License to Marks; Restrictions

14.1 The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans, and other identifying symbols and indicia of the Company (“Licensor”). Company hereby grants QCE (“Licensee”), solely during the Term, a limited, royalty-free, worldwide, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks. All use of a Licensor’s Marks by the Licensee will be in the form and format approved by the Licensor, and the Licensee will not otherwise use or modify the Licensor’s Marks without the Licensor’s prior written consent. All goodwill related to the Licensee’s use of the Licensor’s Marks shall inure solely to the benefit of the Licensor. Marks will at all times remain the exclusive property of the Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by the Licensor.

14.2 Company hereby grants QCE the right to display the Company’s Marks throughout the Term following this Section:

on QCE’s website, and
in any list of companies describing with whom QCE has engaged in similar marketing or promotional activities, as long as such list includes at least two other companies and such use complies with the Company’s brand guidelines, if any.

14.3 This right to use the Company’s Marks shall not require prior written approval and shall continue after this Agreement is terminated unless the Company provides QCE with written notice that the Company is terminating such right.

15. No Development

15.1 Each party acknowledges and agrees that there shall be no development of technology, content, media, or other intellectual property by either party for the other party according to this agreement. Any development activities relating to any technology, content, media, or other intellectual property must be the subject of a separate written agreement between QCE and the Company before the commencement of any such activities.

16. Ownership

16.1 QCE and its Affiliates are and shall remain the owners of all rights, titles, and interests in and to the Dashboard, QCE Service, and QCE App (including, without limitation, Dashboard Data) including any updates, enhancements, and new versions thereof, all data related to the use of the Dashboard and QCE Services, and all related documentation and materials provided or made available to the Company or any proposed or current Authorized User in connection with this Agreement.

17. No Publicity

17.1 Other than as expressly set forth herein, neither party may use or reference the other party’s name, logo, trademarks, or service marks in a press release or otherwise without the prior consent of such other party in each instance.

18. Confidentiality

18.1 The term “Confidential Information” shall mean any confidential or proprietary business, technical, or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Agreement, whether orally or in physical form. However, Confidential Information shall not include information:

Previously known by the Receiving Party without an obligation of confidentiality,
Acquired by the Receiving Party from a third party which was not, to the Receiving Party’s knowledge, under an obligation of confidentiality,
That is or becomes publicly available through no fault of the Receiving Party, or
That the Disclosing Party provides written permission to the Receiving Party to disclose, but only to the extent of such permitted disclosure.

18.2 The Receiving Party agrees that:

It will use Confidential Information solely for the purposes permitted under this Agreement, and
It will not disclose the Confidential Information to any third party other than the Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event the Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of the Disclosing Party, the Receiving Party will give the Disclosing Party prompt written notice of such subpoena, order, or request and allow the Disclosing Party to assert any available defense to disclosure. The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

19. Roles of Parties

19.1 Each party is an independent controller of the Dashboard Data. The Company will only process Dashboard Data for administrative purposes, to manage access control, and for activity review purposes.

20. Compliance with Data Protection Laws

20.1 Each party shall comply with the obligations applicable to it under the Data Protection Law with respect to the processing of Personal Data.

21. Restrictions

21.1 The Company agrees that any Dashboard Data obtained in connection with this Agreement shall be used:

Solely for the purposes outlined in the relevant section of these General Terms, or in connection with the use of the QCE Service, and for no other purpose unless expressly authorized in writing by QCE, and
Following the purposes communicated to the data subjects. The Company shall not use Dashboard Data in any way that harms QCE or that benefits a competitor of QCE. The Company agrees that it shall not disclose Dashboard Data to any third parties, except as necessary for the purposes set forth herein. The Company shall not rent or sell Dashboard Data for any purpose.

22. Security

22.1 The Company shall implement appropriate technical and organizational measures to protect Dashboard Data against unauthorized or unlawful processing and unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach of the Company’s security measures (“Information Security Incident”).

23. Notification

23.1 The Company shall promptly notify QCE if the Company learns or has reason to believe that an Information Security Incident has occurred regarding Dashboard Data. This notification includes at least:

The nature of the breach of security measures,
The potentially compromised personal data and data subjects,
The duration and expected consequences of the Information Security Incident, and
Any mitigation or remediation measures taken or planned in response to the Information Security Incident.

23.2 Upon any such discovery, the Company shall:

Take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident; and
Provide QCE with assurances reasonably satisfactory to QCE that such an Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of the Company, and if QCE determines that notices (whether in QCE’s or Company’s name) or other remedial measures are warranted, the Company shall, at QCE’s request and the Company’s cost and expense, undertake the aforementioned remedial actions.

24. Communications

24.1 See the relevant section of these General Terms.

Warranties; Disclaimer

25. Mutual Warranties

25.1 Each party hereby represents and warrants that:

It has full power and authority to enter into this Agreement and perform its obligations hereunder,
Such party’s acceptance of this Agreement, as well as such party’s performance of the obligations outlined in this Agreement, does not and will not violate any other agreement to which such party is a party, and
It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin.

26. Company Warranties

26.1 The company represents and warrants that:

The Company has all rights and consents, where necessary, to provide QCE with the Company Personal Data and any other information provided to QCE hereunder;
The company will use Dashboard Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes;
Complies and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules, and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security;
The Company will only share and provide access to Dashboard Data to Company personnel who have a business need to access such Dashboard Data;
The Company will not disclose Dashboard Data to any third party unless expressly authorized in writing by QCE, and who is in each case bound by privacy and security obligations regarding QCE Personal Data at least as restrictive as those contained herein;
The Company will not rent or sell Dashboard Data for any purpose not authorized by QCE;
The Company will not use Dashboard Data in any way that harms QCE or that benefits a competitor of QCE;
Company’s Marks, as may be provided to QCE pursuant to this Agreement, will not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party; and
(i) that Company is not a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity.

26.2 Company hereby represents that the individual clicking to accept these General Terms is authorized by Company to bind, and does hereby bind, Company to the terms hereof.

27. Disclaimer

27.1 Except as expressly provided herein, QCE provides the QCE Service, “AS IS” and without warranty. QCE does not warrant that the functions contained in the Dashboard of the QCE Service will meet the Company’s requirements or that the operation of the Dashboard will be uninterrupted or error-free. QCE hereby disclaims all other warranties concerning this Agreement, whether express or implied, including, without limitation:

Any implied or statutory warranties covering the Dashboard of the QCE Service, and
Any implied warranties of merchantability, noninfringement, or fitness for a particular purpose. The Company acknowledges and agrees that the QCE Service is a technology service that enables access to request, on-demand, and on a bidding basis, ground inspections, and services provided by independent third-party providers. QCE is not an inspections or logistics provider. QCE does not guarantee the availability of inspections or logistics services, on-time inspections, or any other service levels related to independent inspections or logistics providers that may be obtained via the QCE Service.

28. Indemnification

28.1 Company (the “Indemnifying Party”) will indemnify, defend, and hold harmless QCE (the “Indemnified Party”), its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns against all claims, damages, losses, and expenses (including reasonable outside attorney fees) concerning any third-party claim arising out of or related to:

a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in this Agreement or any Product Addendum, or
the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if the Indemnified Party has used such Marks in the manner approved by the Indemnifying Party.

28.2 The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party.

28.3 The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at the Indemnifying Party’s expense.

29. Limits of Liability

29.1 OTHER THAN CONCERNING:

A PARTY’S INDEMNIFICATION OBLIGATIONS,
DAMAGES ARISING FROM EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OUTLINED IN SECTION 7 HEREIN, OR,
DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES OUTLINED IN SECTION 9 HEREIN,

IN NO EVENT SHALL QCE OR THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY COLLECTIVELY ARISING OUT OF THIS AGREEMENT AND ALL PRODUCT ADDENDUM, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF QCE OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
IN NO EVENT SHALL EITHER PARTY BE LIABLE COLLECTIVELY UNDER THIS AGREEMENT AND ALL PRODUCT ADDENDUM FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL AMOUNTS PAID OR PAYABLE BY THE COMPANY TO QCE HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.

30. General

30.1 This Agreement shall be governed by and construed by the laws of the Republic of HK SAR without regard to its choice or conflict of laws provision. Any dispute, controversy, or any claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach termination, or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in Hong Kong, under the Commercial Arbitration Rules of the International Arbitration Association. An award rendered in connection with arbitration under this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to this Agreement to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause.

30.2 Company shall not, in its use of the QCE Service or any QCE Product under this Agreement, discriminate against any Authorized User, employee, volunteer, participant, or individual based on race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between QCE and Company. Company acknowledges and agrees that upon QCE’s receipt of evidence of Company’s discrimination under any of these categories, QCE shall have the right to immediately terminate this Agreement following notice to Company.

30.3 Any notice required or permitted to be delivered to the Company by this Agreement shall be posted to the Company’s Dashboard. Any notice required or permitted to be delivered to QCE by this Agreement shall be submitted via accounts at https://www.qc-easy.ltd/.

30.4 The failure of either party to enforce, at any time or for any period, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

30.5 In the event any provision of this Agreement, or any Product Addendum, is determined to be invalid or unenforceable by the ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. Any delay in or failure by either party in the performance of this Agreement, or a Product Addendum, shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the applicable agreement.

30.6 This Agreement and each of the Product Addendum may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon notice to the other party, to:

An Affiliate of such party, or
In connection with the sale of all or substantially all of such party’s equity, business, or assets. Subject to the foregoing, this Agreement and all of the Product Addendum shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

30.7 Nothing in this Agreement, or any Product Addendum, shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind the other, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, signed by an authorized representative of the other party.

30.8 Each party shall be responsible for the payment of its tax liability arising from these General Terms or any Product Addendum.