Terms Of Service – 行知 APP

INTRODUCTION

Welcome to XingZhi!

Your use of XingZhi is subject to these Terms of Service (these “Terms“). Thank you for reviewing these Terms – we hope you enjoy using XingZhi.

If you have any questions about, or if you wish to send us any notices in relation to, these Terms, please contact us by going to “Me” -> “Settings” -> “Contact Us / Customer Service” from within XingZhi or by email at xingzhicustomerservice@gmail.com.

Compliance with these Terms

These Terms apply to you if you are a user of XingZhi anywhere in the world.

Please review these Terms and our policies and instructions to understand how you can and cannot use XingZhi. You must comply with these Terms in your use of XingZhi and only use XingZhi as permitted by applicable laws and regulations, wherever you may be when you use them. In some countries, there are restrictions on your use of XingZhi – it is your responsibility to ensure that you are legally allowed to use XingZhi where you are located, and certain XingZhi functionalities may not be available in some countries.

By using XingZhi, you agree to these Terms. If you do not agree to these Terms, you must not use XingZhi.

Other general terms in relation to these Terms

If you are under the age of 13, you must not use XingZhi. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can use XingZhi.

If you are using XingZhi on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to these Terms. In such circumstances, “you” will include your Organisation.

We may translate these Terms into multiple languages. If 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 laws and regulations).

“XingZhi”

For the purposes of these Terms, any reference in these Terms to “XingZhi” refers to XingZhi and all XingZhi-related services provided by us or on behalf of us.

Contracting Entity

By using XingZhi, you are agreeing to be bound by these Terms between you and:

(i) XINGZHI DEVELOPMENT CENTRE SDN. BHD., a Malaysian company located at Lot 24, Block E, 3^rd Floor, 88300 Luyang, Kota Kinabalu, Sabah, Malaysia.

(in each case, “we”, “our” and “us”).

ADDITIONAL TERMS AND POLICIES

We offer a diverse range of services and features within XingZhi, so there are additional terms and policies that may be applicable to your use of all or part of XingZhi (the “Additional Terms“). We will notify you of the Additional Terms from time to time, including as set out in this section and otherwise from time to time within XingZhi. These Additional Terms all form part of and are incorporated into these Terms.

XingZhi policies

The following policies are Additional Terms that you must comply with in using XingZhi:

XingZhi Privacy Policy – which sets out how we collect, store and use your personal information.
XingZhi Acceptable Use Policy – which sets out rules of good behaviour applicable to your use of XingZhi.

Terms applicable to specific XingZhi features

Some of our services and features have Additional Terms specific to their use. You must comply with such Additional Terms (as well as these Terms) in your use of such services and features. Such service-specific Additional Terms include:

GAN Calendar Notes and Appreciation Diary Terms – governing your use of notes and diary feature within XingZhi.
XingZhi Currency Terms – governing your use of XingZhi’s currency.

Inconsistencies

Subject to the next paragraph and except as otherwise expressly specified within these Terms or any Additional Terms – to the extent that any Additional Terms conflict with these Terms, the relevant Additional Terms will apply to the extent of the conflict.

CHANGES TO TERMS

We may make changes to these Terms (and any applicable Additional Terms) over time (for example, to reflect technical improvements and changes to XingZhi (for example, to address a security threat) or applicable laws and regulations (for example, to reflect applicable consumer rights)), so please come back and review these Terms regularly.

Where we consider that such changes are reasonably material, we will (where reasonably practicable) notify you (via https://www.myxingzhi.com, direct communication to you, on this page or the relevant page for the relevant additional terms or policy, or other means), prior to such changes becoming effective. By continuing to use XingZhi after we make any changes to these Terms, you are agreeing to be bound by the revised Terms.

CHANGES TO XINGZHI

As XingZhi and user experiences are constantly evolving, we may from time to time:

add, change or remove features or services from XingZhi (including in relation to whether a feature or service is free of charge or not); and/or
suspend, discontinue or terminate XingZhi altogether.

You agree that we may take any such actions at any time. Where we consider that any changes to XingZhi or any services or features accessible within XingZhi are reasonably material, we will (where reasonably practicable) notify you (via https://www.myxingzhi.com, direct communication to you, on this page or the relevant page for the relevant additional terms or policy, or other means), prior to such changes becoming effective.

YOUR ACCOUNT

You need to create an account with us in order to access and use XingZhi. Any account that you open with us is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Your account name, user ID and other identifiers you adopt within XingZhi remains our property and we can disable, reclaim and reuse these once your account is terminated or deactivated for whatever reason by either you or us.

You are responsible for:

(a) safeguarding your account details, including any passwords used to access your account and XingZhi, and

(b) all use of XingZhi under your account, including any purchases made and/or payment obligations arising under your account. You must promptly notify us by going to “Me” -> “Settings” -> “Contact Us / Customer Service” from within the XingZhi app or email to us at xingzhicustomerservice@gmail.com if you know or suspect that your password or account has been compromised.

We will regard all use of your account on XingZhi as being by you, except where we have received a valid and properly received notification to us regarding your account or password being compromised.

We may allow you to register for and login to XingZhi using sign-on functionalities provided by third party platforms, such as WeChat or Google. You agree to comply with the relevant third party platform’s terms and conditions applicable to your use of such functionalities (in addition to these Terms).

PAYMENTS

You may, from time to time, make payments to us as part of your use of XingZhi (including for the provision of XingZhi or provision of certain additional features within XingZhi). We may set out further terms applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to your payments to us. You agree that you are solely responsible for all fees and taxes associated with any such payments and that pricing and availability of Items and products are subject to change at any time.

you authorise us to save your chosen payment method’s information (e.g. credit card information) in our systems.
you agree that all monetary payments (once verified and processed) are converted into XingZhi Currency and are not refundable as further explained in the “Refunds” section below.
if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason: (a) we may not provide you with, or suspend our provision of, the relevant XingZhi product or service until payment is properly processed; and (b) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts); and
we will provide you with further instructions within XingZhi regarding how you may update or cancel the relevant payment method.
We may change any fees that we charge for XingZhi (or any parts of XingZhi) at any time upon publication within XingZhi. If you do not accept such change to the fees, we may be unable to provide XingZhi (or the relevant part of XingZhi) to you.
SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS OR AS OTHERWISE SPECIFIED BY US IN THESE TERMS OR FOR A PARTICULAR ITEM OR SERVICE WITHIN XINGZHI, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY ITEMS OR SERVICE WITHIN XINGZHI (WHETHER USED OR UNUSED).
If you believe that we have charged you in error, and subject to applicable laws and regulations: (a) you must contact us within 30 days of the date of the relevant charge; and (b) no refunds will be given for any erroneous charges after such 30 days period. We may process payments from you in XingZhi via a third party service, and we may provide your relevant Information to such third parties to process your payments. You agree to comply with that relevant third party’s terms and conditions in relation to the payment processing service, as further set out in the “Third Party Content and Services” section below.

REFUNDS

Purchases within XingZhi are in the form of XingZhi Currency and are not eligible for refund except for the following condition:

you encounter a technical system error during / after your purchase (e.g. cannot view video due to XingZhi technical system error), in which the error prevents you from accessing the content or feature.

If you have experienced any condition(s) as stated above:

please contact us within 14 days of the date of purchase.
once we have investigated and confirmed the technical error, you will be refunded in the form of XingZhi Currency
no refunds will be given for any technical error after such 14 days period.

YOUR CONTENT

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of XingZhi (“Your Content”), you understand and agree that:

you will continue to own and be responsible for Your Content;
we will not sell Your Content to any third party;
you will comply with these Terms, including our XingZhi Acceptable Use Policy, in your submission of Your Content.
In addition, you agree that we and our affiliate or partner companies (subject to these Terms, our XingZhi Privacy Policy and applicable laws and regulations):
we are allowed to retain and continue to use Your Content after you stop using XingZhi;
may be required to retain or disclose Your Content: (a) in order to comply with applicable laws or regulations; (b) in order to comply with a court order, subpoena or other legal process; (c) in order to respond to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere); or (d) where we believe it is reasonably necessary to comply with applicable laws or regulations, in each case whether such applicable law or regulation, legal process or government body is of your jurisdiction or elsewhere;
may be required to retain or disclose Your Content in order to enforce these Terms or to protect any rights, property or safety of ours, our affiliate or partner companies or other users of XingZhi.
You understand that even if you seek to delete Your Content from XingZhi, it may as a technical and administrative matter take some time or not be possible to achieve this – for example, we may not be able to prevent any third party from storing or using any of Your Content that you have made public via XingZhi. Further information on your rights in relation to Your Content are set out in our XingZhi Privacy Policy.
We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate, as required by applicable laws and regulations or in accordance with the Copyright Policy. We reserve the right to artificially manipulate the visibility, status, or rank of Your Content on XingZhi.

THIRD PARTY CONTENT AND SERVICES

We may review (but make no commitment to review) content (including any content posted by XingZhi users) or third party programs or services made available through XingZhi to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of XingZhi.
We also do not guarantee the quality or reliability of any third party services or websites provided, made available, advertised or linked through XingZhi (including any of XingZhi’s associated platforms or services) and we will bear no responsibility for your use of or relationship with any such third parties services, programs or websites, including any payment obligations or fees that you may incur in your use of such third party services or websites.
We have the right to remove, at our sole discretion and without notice to you, any content, programs and/or services that are made available within XingZhi (including any of XingZhi’s associated platforms or services), in accordance with these Terms.

INFRINGEMENT OF RIGHTS

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended) (the “DMCA“). If you have an intellectual property rights-related complaint about any content posted in XingZhi, please contact us xingzhicustomerservice@gmail.com.

OUR INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, whether registered or unregistered, in or to XingZhi and any XingZhi Software, information content in XingZhi and all the website design, including, but not limited to, texts, graphics, software, photos, videos, audios, and their selection and arrangement, and all software compilations, underlying source code and software (collectively referred to as “Intellectual Property”) , (including any future updates, upgrades and new versions to all such XingZhi Software), shall remain our property or where applicable, our affiliates or third party intellectual property owners. The entire contents in XingZhi also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved. Except as expressly provided in these Terms, you have no right to use our intellectual property rights, including our trademarks or product names (for example, “XINGZHI”, “XingZhi” or “行知中心”), logos, domain names or other distinctive brand features, without our prior written consent. Any comments or suggestions you may provide regarding XingZhi are entirely voluntary and we will be free to use these comments and suggestions at our discretion (including using such comments to improve existing services or create new services) without any payment or other obligation to you.

We grant you a limited, personal, on-exclusive, non-sublicensable, non-transferrable, royalty-free and revocable right to use XingZhi and any software from us as part of or in relation to your use of XingZhi (any such software being the ” XingZhi Software“), solely in accordance with these Terms and subject to any other instructions as provided by us to you in relation to your use of XingZhi and/or the XingZhi Software from time to time. Please note that these terms may be supplemented by terms and conditions applicable to XingZhi Software (or specific features within XingZhi Software).

No part or parts of XingZhi may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment any Intellectual Property without our prior written permission or that of the relevant Intellectual Property owners. No party accessing XingZhi shall claim any right, title or interest therein. Permission will only be granted to you to use the Intellectual Property for personal and non-commercial uses, provided that you do not modify the Intellectual Property and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

SOFTWARE UPDATES

We may from time to time provide updates to XingZhi Software. Such updates may occur automatically or manually. Please note that XingZhi Software may not operate properly or at all if upgrades or new versions are not installed by you. We do not guarantee that we will provide any updates for any XingZhi Software, or that such updates will continue to support your device or system. All updates to the XingZhi Software are part of the XingZhi Software and subject to these Terms, except as otherwise specified by us.

We may in our discretion provide technical support for XingZhi (whether for free or for a fee). We provide technical support without any guarantee or warranty of any kind, and subject always to these Terms.

USE OF YOUR DEVICE BY XINGZHI

In order for us to provide XingZhi to you, we may require virtual access to and/or use of your relevant device (e.g. mobile phone, tablet or desktop computer) that you use to access XingZhi – for example, we may need to use your device’s processor and storage to complete the relevant XingZhi Software installation, or we may need to access your contact list to provide certain interactive functions within XingZhi.

We will provide further information regarding how XingZhi uses and accesses your device within XingZhi or in another manner (e.g. via the relevant app store as part of the installation process for XingZhi on your device). You agree to give us such access to and use of your device, and you acknowledge that if you do not provide us with such right of use or access, we may not be able to provide XingZhi (or certain features within XingZhi) to you.

Any Personal Information (as defined in the XingZhi Privacy Policy) that we use or access within your device will be treated in accordance with these Terms, including our XingZhi Privacy Policy.

You will need an adequate internet connection in order to authenticate your XingZhi account or use XingZhi. You may also be required to activate certain functionalities within XingZhi in the manner described within XingZhi. You may not be able to use certain functionalities within XingZhi if you do not comply with such requirements.

Please note that we are not responsible for any third party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of XingZhi or XingZhi Software.

THIRD PARTY SOFTWARE AND CONNECTIVITY

You are solely responsible for any software (whether your own software or software supplied by third parties) used by you in connection with your use of XingZhi, including any third party software or services made available to you through XingZhi.

Please note that we are not responsible for and are not liable for any damages or losses arising from your use of the Third Party Software and we do not endorse, support or guarantee the quality, reliability or suitability of any Third Party Software. You must comply with any terms and conditions applicable to Third Party Software.

We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for such technical support.

You will need an adequate internet connection in order to authenticate your XingZhi account or use XingZhi. You may also be required to activate certain functionalities within XingZhi in the manner described within XingZhi. You may not be able to use certain features within XingZhi if you do not comply with such requirements.

WARRANTY AND DISCLAIMER

We warrant to you that we will provide XingZhi using reasonable care and skill.

APART FROM THIS WARRANTY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, XINGZHI (INCLUDING ANY XINGZHI SOFTWARE) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE OR PARTNER COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVE ANY UNDERTAKING IN RELATION TO XINGZHI, ANY XINGZHI SOFTWARE OR ANY DATA, MEDIA OR OTHER CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY XINGZHI, INCLUDING: (A) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT XINGZHI OR XINGZHI SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; (B) THAT XINGZHI OR XINGZHI SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; OR (C) THAT XINGZHI OR XINGZHI SOFTWARE WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

LIABILITY FOR XINGZHI

TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE OR PARTNER COMPANIES BE LIABLE FOR ANY OF THE FOLLOWING:

IN CONNECTION WITH THESE TERMS OR XINGZHI OR XINGZHI SOFTWARE, FOR ANY DAMAGES OR LOSSES CAUSED BY: (A) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (B) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (C) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (D) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (E) IMPROPER OR UNAUTHORISED USE OF XINGZHI OR XINGZHI SOFTWARE; (F) YOUR USE OF XINGZHI OR XINGZHI SOFTWARE IN BREACH OF THESE TERMS; (G) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY; OR (H) FAILURE TO SAVE OR BACK UP ANY DATA OR OTHER CONTENT;
ANY LOSS ARISING FROM ANY CONTENT, PROGRAMS OR SERVICES PROVIDED BY ANY PARTY OTHER THAN US (OR OUR AFFILIATES OR PARTNER);
ANY LOSS OR DAMAGE WHICH ARE NOT FORESEEABLE, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES. FOR THE PURPOSES OF THIS CLAUSE, LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN; AND/OR
ANY:
- LOSS OF USE;
- LOSS OR INTERRUPTION OF BUSINESS;
- LOSS OF REVENUES;
- LOSS OF PROFITS;
- LOSS OF GOODWILL;
- LOSS OR DESTRUCTION OF CONTENT OR DATA.

Nothing in these Terms limits or excludes any of the following liabilities, except to the extent that such liabilities may be waived, limited or excluded under applicable laws and regulations:

any liability for fraud;
any liability for negligently caused death or personal injury;
any liability for gross negligence or wilful misconduct; or
any other liability to the extent that such other liability cannot be waived, limited or excluded under applicable laws and regulations.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY OF YOUR STATUTORY RIGHTS IN YOUR JURISDICTION (INCLUDING ANY RIGHTS UNDER APPLICABLE CONSUMER PROTECTION REGULATION), TO THE EXTENT SUCH STATUTORY RIGHTS MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAWS AND REGULATIONS.

YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING XINGZHI OR XINGZHI SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US AND OUR AFFILIATE AND PARTNER COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM: (A) YOUR USE OF XINGZHI OR XINGZHI SOFTWARE; OR (B) YOUR BREACH OF THESE TERMS.

TERMINATION

These Terms will apply to your use of XingZhi until your access to XingZhi is terminated by either you or us.

You may terminate your use of XingZhi, or any of the services accessible therein, at any time (including if we have told you about an upcoming change to all or part of XingZhi or these Terms which you do not agree to). If the terminated service is a paid service, we will not give any refund or compensation.

We may suspend or terminate your access to your account or any or all of XingZhi:

if we undertake maintenance or support of XingZhi;
to make changes to XingZhi as notified by us to you;
if we reasonably believe that you have breached these Terms;
if your use of XingZhi creates risk for us or for other users of XingZhi, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation;
if you fail to use XingZhi for a prolonged period;
if such suspension or termination is required due to Applicable Laws; or
to the extent permitted by applicable laws and regulations, for any other reason in our sole and absolute discretion, and we may, without prior notice to you, immediately terminate or revoke any or all of your rights granted under these Terms of Service and/or other XingZhi’s policies. You furthermore agree that XingZhi shall not be liable to you or to any other person as a result of any such suspension or termination.

If your access to XingZhi is terminated (in whole or in part) by you or us, you agree that:

(a) all of your rights under these Terms will terminate; and

(b) you will immediately permanently delete all copies of XingZhi Software to which the termination relates and you will immediately cease accessing and using any such XingZhi Software.

GENERAL

Subject to the applicable laws and regulations in your jurisdiction, these Terms sets out the entire agreement between you and us in relation to XingZhi – you agree that you will have no claim against us for any statement which is not explicitly set out in these Terms. The words “include” and “including” are to be construed without limitation. 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 that provision). If a court holds that we cannot enforce any part of these Terms as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws and regulations, without changing the remaining terms of these Terms. 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 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.

No person other than you and us will have any right to enforce these Terms, whether pursuant to the Contracts (Rights of Third Parties) Ordinance or otherwise, and you may not delegate, assign or transfer these Terms or any rights or obligations under these Terms without our prior consent. We may freely assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or prior notice to you. We may freely sub-contract any part of our performance of these Terms at any time, without your prior consent or prior notice to you.

GOVERNING LAW AND DISPUTE RESOLUTION

Any controversy, claim or dispute arising out of or relating to these Terms of Service and/or other XingZhi’s policies or the breach, termination or invalidity thereof shall be referred to and settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC”) held in Kuala Lumpur, Malaysia. The arbitral tribunal shall consist of a sole arbitrator who is legally trained and who has experience in the information technology field in Malaysia and is independent of either party. The place of arbitration shall be Malaysia. Any award by the arbitration tribunal shall be final and binding upon the parties.

Notwithstanding the foregoing, XingZhi reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.