Thank you for using HeeSay. HeeSay is a smart mobile social app developed and operated by iRainbow Hong Kong Limited. HeeSay user (hereinafter “you” or “your”) means the user who has completed all registration procedures, is willing to accept this Terms of Use, and voluntarily uses the HeeSay services under the usage regulations of HeeSay.

In order to use HeeSay services, you shall read and comply with this Terms of Use (these “Terms”) and the Privacy Policy. Please carefully read and fully understand the contents of each clause hereof, especially the clause exempting or limiting the liability of HeeSay, the clause limiting your rights and the clause on dispute resolution and governing law. Clauses on limitation and exemption of liability or other clauses regarding your material rights and interests may be in bold or underlined to draw your attention.

Unless you have fully read, understood and accepted all the terms hereof, you are not permitted to use HeeSay services. By clicking “agree” or “next”, or starting to use HeeSay services, or accepting these Terms in any other express or implied manner, you will be deemed to have read and agreed to execute these Terms, upon which these Terms will become legally effective between, and be binding upon, you and HeeSay.

If you are a user outside mainland China, your execution or performance of these Terms shall also comply with the laws of the country or region in which you are resident and/or located.

I. Scope of Terms

1.1 These Terms is entered into between you and HeeSay in respect of your use of the services provided by HeeSay app.

1.2 HeeSay services mean the products and services provided by HeeSay to you, including without limitation instant messaging, online media, Internet value-added services, interactive entertainment and advertising, which shall be subject to those actually provided by HeeSay (“Services”).

II. Regulations on Use of Services

2.1 For the purpose of this Article, contents mean any contents produced, uploaded, duplicated, published or distributed during your use of the Services, including without limitation account profile picture, name, user profile and other registration information and identification materials, or messages in the forms of text, audio, picture, video, graphic or otherwise sent, received or automatic reply and relevant links, and other contents generated from use of your HeeSay account or the Services.

2.2 You shall not use your HeeSay account or the Services to produce, upload, duplicate, publish or distribute contents prohibited by the laws, regulations and policies of Hong Kong, including those:
(1) oppose the fundamental principles established by the Constitution;
(2) jeopardize national security, divulge state secrets, subvert state power, or sabotage national unity;
(3) damage the national honor and interests;
(4) incite ethnic hatred or discrimination, or undermine ethnic solidarity;
(5) violate the national religious policies, or propagate evil cults or superstition;
(6) spread rumors, disturb public order, or sabotage social stability;
(7) propagate obscenity, eroticism, gambling, violence, murder, terror, or instigate crimes;
(8) insult or defame others, or infringe upon the lawful rights and interests of others;
(9) incite unlawful assembly, association, parade, demonstration or gathering to disturb public order;
(10) involve activities carried out in the name of illegal non-governmental organizations;
(11) violate the Interim Provisions on the Administration of the Development of Public Information Services Provided via Instant Messengers and the “seven base lines” (i.e., the laws and regulations, the socialist system, the national interests, the citizens' lawful rights and interests, the public order, the social morality and the truthfulness of information); or
(12) contain other information prohibited by laws and administrative regulations.

2.3 You shall not use your HeeSay account or the Services to produce, upload, duplicate, publish or distribute contents that disturb normal operation of HeeSay or infringe upon lawful rights and interests of other users or third parties, including those:
(1) contain any sexuality or sexual connotations (e.g., expressions implying booty call, prostitution, descriptions of private parts, etc.);
(2) insult, intimidate or threaten others;
(3) contain harassment, spam, malicious information or solicitation;
(4) involve others’ privacy, personal information or data (e.g., detailed address, detailed job description, etc.);
(5) publish, distribute, spread or store information damaging rights of reputation, portrait rights, intellectual property rights, trade secrets, and other legitimate rights of others;
(6) photograph or record others secretly without any permission of others which infringes the legal rights of others;
(7) submit or publish false information, or impersonate others or utilize other’s name;
(8) publish information which is meaningless, or use combination of characters in order to evade technical review intentionally; or
(9) contain other information in violation of laws, regulations, policies, public order and social customs, and social morality, or otherwise interfering with the normal operation of the Services and infringing the legitimate rights and interests of other users or third parties.

2.4 In order to provide better Services to you, HeeSay has formulated the following additional terms to regulate its users’ acts in respect of their use of HeeSay:
(1) No phone number or similar information may be contained in personalized signature, profile picture of a person or a group, update, or group profile;
(2) No picture containing website link (other than links to Qzone and Weibo), watermark of phone number, or QR code may be uploaded as profile picture of a person or group, or picture of update, or to photo album;
(3) No identity photo or similar picture may be uploaded as profile picture of a person or group, or picture of update, or to photo album;
(4) No text or picture relating to marketing, entrepreneurship or pyramid selling may be used in personalized signature, profile picture of a person or group, update, photo album, picture of update, or group profile;
(5) No picture of unrelated females (excluding photos of female celebrities and cartoon characters) may be uploaded as profile picture of a person or group, or to photo album; and
(6) No logo that appears to be related to advertising or other apps, extremely fuzzy cartoon, or solid color block may be uploaded as profile picture of a person or group, or to photo album.

2.5 In the case of your breach of this Article and relevant laws and regulations, HeeSay has right to, at its sole discretion, restrict, freeze or terminate your use of the HeeSay account and determine whether to resume your use thereof based on actual situation. Special notes:
(1) Repeated uploading of the same non-compliant information may lead to account ban;
(2) Breach of any of the above terms may lead to account ban; HeeSay does not assume any responsibility for any inability to use your account and its related services as well as inability to obtain assets or other rights and interests in your account resulting from any violation of this clause. HeeSay is entitled to announce the processing results and to decide whether to resume related accounts based on the actual situation or not. HeeSay will keep relevant records of suspected violations of laws and regulations and suspected crimes, and is entitled to report to relevant competent authorities in accordance with laws, to cooperate with such competent authorities to investigate, and to report to public security organizations. HeeSay has the right to not restore any deleted content.

2.6 Any content distributed during your use of the Services or through the Services does not reflect HeeSay’s opinion or policy, for which HeeSay shall assume no liability.

2.7 You shall guarantee that you are the copyright owner of, or have obtained legal authorization for, the content uploaded or published by you on HeeSay, and such content will not infringe legitimate rights and interests of any third party (including without limitation portrait right and right of reputation). With respect to all contents published by you on HeeSay, HeeSay has the right and interest as the exclusive platform for the publishing thereof, and the right to use such contents for an indefinite period and for free. In addition, the contents published by you may be reproduced, distributed or reposted on HeeSay to a reasonable extent. Otherwise, HeeSay has the right to remove the allegedly infringing content upon receiving notification from the party who is entitled to have right to such content or other related parties. For all claims made by third parties, you shall handle and bear all legal liabilities that may arise from it; in the event that HeeSay and its related parties suffer any losses due to your infringement (including but not limited to losses on economic and goodwill), you shall compensate HeeSay and its affiliates for all losses incurred in full as well, and if there is any third-party complaint or claim, you shall handle and bear all legal liabilities that may arise from the aforesaid.
You may publish the works fully owned by yourself on other platforms out of your own will, provided however that you shall not directly or indirectly use or authorize any third party to use any contents on HeeSay in any form without prior written permission of HeeSay.

2.8 You understand and agree that in order to maintain security and order of the Internet and protect legitimate rights and interests of Internet users, if HeeSay discovers or receives report from others that you have violated relevant agreements, these Terms or relevant regulations or policies, HeeSay has the right to, at its sole discretion, take one or more of the following measures unilaterally at any time based on corresponding circumstances (the duration of such measures will be determined by HeeSay depending on the severity of your violations of relevant regulations or agreements), with any loss or any claim or demand from a third party caused or incurred thereby to be assumed by you:
(1) to issue a warning to you;
(2) to restrict, suspend or terminate your use of all or part of the features of HeeSay or the Services (including without limitation restricting addition of new friends or delivery of friend requests);
(3) to delete or block relevant contents, or disconnect relevant links;
(4) to suspend or terminate your use of your HeeSay account (“Account Ban”);
(5) to remove your friends; and/or
(6) to hold you legally liable therefor pursuant to laws.

III. Security of Account and Password

3.1 You may be required to register an account in order to use the Services. Please carefully read and comply with relevant separate agreement in relation to the detailed rules on the use of your account.

3.2 In order to improve your experience and/or technical convenience, the account for the Services may be in the forms of numbers, letters or a combination thereof, and may be logged in to using mobile phone number, email address, or your account with other apps. The specific account form, account system and association between accounts shall be subject to those actually provided by HeeSay.

3.3 You are advised to properly keep your account, password and third-party account. You shall safely log out of your account when you cease to use HeeSay. You shall be solely liable for theft of your account or password due to your improper keeping thereof. In the event that you log in via your account with another app, HeeSay will not require you to set a password.

3.4 During your use of the Services, you may set nickname, profile picture, signature or message for your account, and may also set name, picture and profile for any group that you establish, manage or join. You shall ensure that the contents and forms of the above information are in compliance with laws and regulations (for the purpose of these Terms, “laws and regulations” mean the laws, administrative regulations, judicial interpretations, local regulations and rules, department regulations and other normative documents currently in force, as amended and supplemented from time to time, and relevant policies of the region or country in which you are resident/located, the same below), public order and social customs, social morality, and the rules of HeeSay platform, and will not infringe legitimate rights and interests of any party.

IV. Protection of Personal Information

4.1 Protection of your personal information is one of the fundamental principles of HeeSay. HeeSay will collect, use, store and share your personal information in accordance with these Terms and the Privacy Policy (see the Privacy Policy for details). For any matter regarding protection of personal information not covered herein, the provisions of the Privacy Policy shall prevail.

4.2 You may be required to provide certain necessary information during your registration of your account or your use of the Services. You are required to provide true identity information if specifically required by national laws and regulations. If the information provided by you is incomplete, you may be unable to use the Services or your use of the Services may be restricted.

4.3 In general, you may review and modify the registration information submitted by yourself in accordance with relevant product rules.

4.4 HeeSay will use its best efforts to adopt security technologies and programs to establish a sound management system, so as to protect your personal information from any unauthorized access, use or disclosure.

4.5 HeeSay will not transfer or disclose your personal information to any third party, unless:
(1) it is required by relevant laws and regulations, or by judicial or administrative authority;
(2) such transfer is for the completion of merger, division, acquisition or asset transfer;
(3) it is necessary for provision of the Services at your request;
(4) it is permitted by the Privacy Policy or other relevant agreements or rules;
(5) such information is directly related to public security, public health or major public interests; or
(6) otherwise agreed by you.

4.6 HeeSay attaches great importance to the protection of personal information of minors. If you do not have full capacity for civil conducts, you are unable to use the Services.

V. Service Fee

5.1 Fees will be charged for part of the Services. Relevant agreements (see the Value-Added Service Agreement and the Beans Top-up Service Agreement for details) are to be complied with in the event you use any paid Services.

5.2 HeeSay may adjust and modify the fee rates and payment methods of the paid Services based on actual needs, and may start to charge for part of free-of-charge Services. HeeSay will publish a notice or announcement on relevant Service webpages before the above adjustment, modification or charges. If you disagree with the above adjustment, modification or charges, you shall cease to use the Services.

5.3 Given that Beans and gifts on HeeSay platform are top-up commodities delivered online and are by nature not subject to the provisions of the Law of Hong Kong on the Protection of Rights and Interests of Consumers regarding the right of withdrawal and the return, without justification, of commodities purchased online within 7 days, once the users succeed in topping up their accounts, the corresponding amounts will have been credited to their accounts, upon which HeeSay will not refund or convert the same back to money . Please refer to the HeeSay Beans Top-up Service Agreement for details of top-up of HeeSay Beans.

5.4 Where HeeSay decreases the fee rates for the paid Services or changes any paid Services to free-of-charge Services, it reserves the right to make no refund of such fee to, and make no adjustment to such fee already paid by, the relevant users.

5.5 Affected by global exchange rates and settlement methods, the fee rates for the paid Services may vary between countries and regions. HeeSay reserves the right to make no refund or price difference of such Service fee to, and make no adjustment to the fee already paid by, the relevant users.

VI. Risk Alert

6.1 Please carefully read and fully understand the terms of the Services, and consider relevant risks depending on your own situation. For the purpose of provision of effective Services, bandwidth, processor and other resources of terminals may be required for the Services, during which dataflow charges may be incurred. You shall inquire relevant operators about details of such charges and bear the same on your own.

6.2 For your use of the Services, you must independently bear the following risks beyond HeeSay’s control, including without limitation the risk of information loss that may be caused by malicious programs, hacker attacks or other force majeure; the failure to log in to your account, incomplete data synchronization, or slow load speed of webpages caused by the failure of your or HeeSay’s app, hardware, system or telecommunication lines; your improper operations, and other circumstances which are beyond HeeSay’s control or are not reasonably foreseeable by HeeSay.

6.3 If you do not have full capacity for civil conducts due to age, intelligence or otherwise, you are unable to use the Services provided by HeeSay.

6.4 You shall understand that the contents published by you through the Services may be reproduced, reposted, modified or used for other purposes by other users or third parties. You shall have knowledge and awareness of any risk and liability that may arise therefrom, and shall not publish on HeeSay any information that you do not wish to be known by others, including without limitation information on your certificates.

6.5 You should understand that there may be information on loans, investment and financing, financial management or other property-related information, passwords of account, advertisements or promotion information from others while using our service. You yourself shall be cautious and make your own judgment and bear the above-mentioned risks. HeeSay does not provide any kind of guarantee for our service, whether explicit or implicit, including all express or implied guarantees and conditions related to the authenticity, ownership and non-infringement of the information. HeeSay does no assume any liability for damages caused by your improper or illegal use of services.

6.6 You shall understand that in the use of the Services, risks exist that others may provide or conduct threatening, slanderous, repulsive or illicit contents or acts or provide anonymous or fake information which infringes on the rights of others, which risks shall be borne by yourself, and that HeeSay will not make any type of guarantee for the Services, either express or implied, including express or implied guarantees or conditions concerning authenticity, ownership and non-infringement of all relevant information, nor will HeeSay assume any liability for any damages due to your improper or illegal use of the Services arising therefrom.

6.7 HeeSay has the right to deal with illegal and non-compliant contents or acts pursuant to these Terms, provided that such right does not constitute HeeSay’s obligation or commitment. If any other user infringes your legitimate rights or interests, you may file a complaint to HeeSay, which complaint will be handled by HeeSay in accordance with laws and regulations.

6.8 Your ward may use functions such as recharge and reward when using HeeSay and its related services. As a guardian, please keep your payment equipment, payment account and payment password, etc., to avoid your ward from using your HeeSay account to recharge and reward functions without obtaining your consent.

VII. Anti-Money Laundering

7.1 You shall fulfill corresponding obligations and assume corresponding responsibilities in compliance with the Anti-Money Laundering Law of Hong Kong, the Provisions on Anti-Money Laundering through Financial Institutions, the Measures for the Administration of Financial Institutions’ Reporting of High-Value Transactions and Suspicious Transactions, the Measures for the Administration of Financial Institutions’ Reporting of Suspicious Transactions Involving Terrorist Financing, the Measures for the Administration of Financial Institutions’ Customer Identification and Preservation of Customer Identification Data and Transaction Records, the Measures for the Administration of Anti-Money Laundering in Insurance Industry, the Foreign Corrupt Practices Act and other laws and regulations.

7.2 HeeSay has the right to obtain the information of valid identity certificates or other identification evidence of users who have economic dealings with HeeSay in accordance with law.

7.3 Where HeeSay identifies any abnormality in your account, it has the right to check your account for verification. HeeSay reserves the right to ban a user’s account if it identifies any violation by the user.

7.4 HeeSay will effectively fulfill such anti-money laundering obligations as customer identification and confidentiality.

VIII. Compliance with Local Laws

8.1 You shall comply with the applicable local laws and regulations and respect local morality and customs during your use of the Services.In the case of your violations of the local laws and regulations or morality and customs, you shall be solely liable therefor.

8.2 You shall avoid rendering HeeSay in violation of laws and regulation or involving HeeSay in any political and public incidents due to your use of the Services; otherwise HeeSay may suspend or terminate the Services provided to you.

IX. Contents Sent and Disseminated by User and Complaint Handling

9.1 You are solely responsible for the contents (including but not limited to webpages, texts, pictures, audios, videos and graphics) you send or disseminate through the Services.

9.2 The contents you send or disseminate shall be from legal sources, and you shall be the owner of or authorized for such contents.

9.3 Where the contents you send or disseminate violate laws and regulations or the rights of others, HeeSay has the right to, at its sole discretion, take such measures as deletion, blocking or disconnection of links.

9.4 In case of a complaint by or against you, HeeSay has the right to provide necessary information such as the parties thereto, contact information, particulars of the complaint and other relevant information to the relevant parties or competent authorities so as to resolve the complaint or dispute in a timely manner and protect the legitimate rights and interests of all the relevant parties.

9.5 You undertake to be responsible for the authenticity, legality and validity of the information, materials and evidence you provide in the complaint handling procedure.

X. Advertisement

10.1 You understand and agree that during your use of HeeSay and its related services, the Company may forward you relevant information, advertisements or brand promotion services, and the Company will display commercial advertisements, promotions or information (including commercial or non-commercial information) in relation to HeeSay and its relate services and/or any third-party suppliers and partners in HeeSay and its relate services.

10.2 The Company will fulfill its obligations related to advertising and promotion in accordance with laws and you yourself shall judge the authenticity and reliability of such advertisement or promotion information and be responsible for your own judgment. Except as clearly stipulated by laws and regulations, you yourself shall bear all your purchase and transaction due to such advertisements and promotions as well as any damages or losses due to the foregoing content, and the Company shall not be liable for any of the forgoing.

XI. Force Majeure and Other Exemptions

11.1 You understand and agree that there may be risks such as force majeure that may affect the Services during your use thereof. Force majeure means unforeseeable, insurmountable and unavoidable objective events that cause a material impact on either party or both parties, including but not limited to natural disasters such as flood, earthquake, epidemic, storm, and social events such as war, riot and act of government. In case of any of the above circumstances, HeeSay will try its best to cooperate with relevant parties as soon as possible to deal with the same in a timely manner, provided that HeeSay will be exempted from liability for the losses caused to you therefrom to the extent permitted by law.

11.2 To the extent permitted by law, HeeSay shall not be liable for interruption or obstruction of the Services as a result of:
(1) damage caused by computer viruses, trojan horses or other malicious programs, or hacker attacks;
(2) failure of the user’s or HeeSay’s software, system, hardware or telecommunication lines;
(3) the user’s improper operations or uses of the Services in a way that is not authorized by HeeSay;
(4) outdated app version, aged device and/or its compatibility problems; or
(5) other circumstances which are beyond HeeSay’s control or are not reasonably foreseeable by HeeSay.

11.3 You understand and agree that there may be risks caused by network information or other users’ acts during your use of the Services. HeeSay will neither be responsible for the authenticity, applicability and legality of any information, nor be liable for damages caused to you by infringement. The aforesaid risks include but are not limited to:
(1) anonymous or imposture information from others containing threatening, slanderous, repulsive or illicit contents;
(2) actual or potential psychological and physical injury as well as economic loss caused by other’s misguide, deception or otherwise; and
(3) other risks caused by network information or user acts.

11.4 HeeSay has the right to deal with illegal and non-compliant contents pursuant to these Terms, provided that such right does not constitute HeeSay’s obligation or commitment to timely identify any illegal acts or deal with the same accordingly.

11.5 Under no circumstances shall you be credulous in information relating to borrowing money, asking for passwords or other information concerning property. In case of operation involving property, you are advised to verify the identity of the counterparty first and pay attention to HeeSay’s instructions on fraud prevention from time to time.

XII. Effectiveness of Modification of these Terms

12.1 By using the Services, you will be deemed to have read and agreed to be bound by these Terms.

12.2 HeeSay has the right to amend the terms of these Terms where necessary. The latest version of these Terms will be available on the relevant Service webpages.

12.3 You will be deemed to have accepted the modified Terms if you continue to use the app or the Services provided by HeeSay after such modification of these Terms.

XIII. Change, Suspension and Termination of the Services

13.1 You understand and agree that HeeSay may change, interrupt, suspend or terminate the Services in light of its adjustment of business strategy.

13.2 In case of merger, division, acquisition or asset transfer of HeeSay, HeeSay may transfer relevant assets hereunder to a third party; HeeSay may also transfer any or all of the Services and corresponding rights and obligations hereunder to a third party for operation or performance with a notice to you. The specific transferee shall be subject to HeeSay’s notice.

13.3 HeeSay has the right to suspend or terminate the Services to you without notice:
(1) if the personal data you provide is not true, or inconsistent with the information you provide at the time of registration and you fail to provide reasonable proof, as according to laws and regulations you are required to submit true information;
(2) if you violate the provisions of relevant laws and regulations or breach these Terms;
(3) if required by laws and regulations or judicial or competent authorities to do so; or
(4) for security or other necessary reasons.

13.4 HeeSay has the right to charge fees in accordance with Article 5 of these Terms, and may interrupt, suspend or terminate the Services if you fail to make payment in full and on time.

13.5 You are solely responsible for backing up your data stored in the Services. If your Services are terminated due to Account Ban, closure or other reasons, HeeSay has the right to permanently delete your data from the server unless otherwise stipulated by laws and regulations. HeeSay is not obliged to provide or return data to you in the event that the Services are suspended or terminated.

XIV. Jurisdiction and Governing Law

14.1 This Article as well as any dispute or claim arising out of or in connection with this Article shall be governed by the laws of the mainland of Hong Kong unless otherwise provided in (1) any additional use terms incorporated herein or (2) any applicable laws and regulations of your jurisdiction (for example, you may have legal rights to file or defend a lawsuit before local courts (including small claims courts or similar courts) in your jurisdiction).

14.2 Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to or in connection with, this Article (including the existence, validity, interpretation, performance, breach or termination thereof) will be referred to (1) Beijing Arbitration Commission if you are a user in mainland China or (2) Hong Kong International Arbitration Centre if you are a user outside mainland China. The arbitral tribunal will consist of one arbitrator. The language of the arbitral proceedings is English.

14.3 U.S.-specific terms
If you are a user in the United States of America, the following terms are incorporated in this Article and, to the extent of discrepancy, prevail over this Article.
If you are a resident of California, you agree to waive Section 1542 of California Civil Code and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction). It is provided in Section 1542 of California Civil Code that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Each party to this Article irrevocably waives any and all rights to jury trial or to participate in class actions in any legal proceedings in respect of or relating to this Article or the transactions contemplated hereby.

14.4 These Terms is executed in Hong Kong.

14.5 All headings in these Terms are for convenience only without any actual meanings and shall not be used as the basis for interpretation of this Terms.

14.6 If any provision of these Terms is found invalid or unenforceable for any reason whatsoever, the remaining provisions hereof shall remain valid and binding on the Parties.

14.7 If there are more than one language version of these Terms, such as simplified Chinese, traditional Chinese and English, and there are any inconsistency between the corresponding clauses, the simplified Chinese version shall prevail.

XV. Miscellaneous

15.1 If any provision of these Terms is found invalid or unenforceable for any reason whatsoever, the remaining provisions hereof shall remain valid and binding on the Parties.

15.2 The copyright of these Terms remains vested in HeeSay, who reserves all rights to interpret and modify these Terms.

15.3 In case you or any third party suffers damages as a result of HeeSay’s measures taken in accordance with these Terms against your breach of these Terms, you shall be solely liable for the consequences (including but not limited to that HeeSay will not refund any fees paid by you for or be liable for relevant Services affected by HeeSay’s such measures and that you shall be solely liable for such losses) and, where HeeSay suffers any loss therefrom, compensate HeeSay for the same.

Intellectual Property Rights and Legal Statement

Unless otherwise stated by HeeSay, all rights (including copyright, trademark right, patent right, trade secret and any other related rights) in, of and to all products, technologies, software, programs, data and other information (including texts, logos, images, pictures, audios, videos, charts, color schemes and layouts) in HeeSay app are vested in HeeSay’s service provider or its Affiliates. Monitoring, reproducing, disseminating, displaying, mirroring, uploading, downloading or otherwise using any content of HeeSay through robots, spiders or other programs or devices without permission of HeeSay’s service provider and/or its Affiliates are prohibited.