Term of Service

SERVICE LEVEL AGREEMENT for  BIZTORY  and  BIZTORY  CLOUD  SDN.  BHD.

IMPORTANT! PLEASE READ THOROUGHLY.

Thank you for choosing Biztory offered by Biztory Cloud Sdn. Bhd. Please make sure that you review and read these terms thoroughly. Please read this software license agreement (“License”) carefully before using the Biztory software. By using the Biztory software, you are agreeing to be bound by the terms of this License.

WHEREAS:

• Biztory Cloud Sdn Bhd is a company incorporated under the Companies Act 1965 having the business address of No 79A, Jalan SS 21/37, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan.
• Biztory Cloud Sdn Bhd is in the business of developing computer programming and software.
• Biztory Cloud Sdn Bhd agrees to license the Software to the Customer and the Customer agrees to accept the license of the Software upon the terms and subject to the conditions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:-

1.  DEFINITIONS

1.1     In this Agreement, except where the context or subject matter otherwise requires:

1.2     Words importing the singular include the plural and vice versa and words importing one gender shall include all other gender.

1.3     Headings are for easy reference only and shall not affect the interpretation of this Agreement.

2. AGREEMENT

2.1     This Agreement shall describe the terms governing the Your use of the Vectory software product including contents, updates, and new releases. It includes by reference:

(a)      Vectory’s Privacy Statement provided to you in Biztory available on the website or provided to you otherwise;

(b)      Additional Terms and Conditions, which may include additional terms and conditions from any third parties; and

(c)      Any terms provided separately to you for Biztory, including product or programme terms, ordering, activation, payment terms and etc.

3. CONDITIONS OF LICENSE

3.1     Biztory is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use Biztory.

3.2     As long as You meet any applicable payment obligations and comply with their obligations under this Agreement, Vectory shall grant the Customers with a personal, limited, non-exclusive, non-transferrable, revocable license to use Biztory only for the period as stated in of use provided in the ordering and activation terms, as stated in this Agreement or in accordance with Vectory’s then-current product discontinuation policies, as updated from time to time, and only for the purpose described.

4. LICENSE GRANT AND RESTRICTIONS

4.1     Vectory grants You the following rights provided that you comply with all of the terms and conditions of this Agreement.

4.2     The Subscriber User License where You may:-

(a)      Access Biztory on one internet-connected device and use by one only specific user;

(b)      Access Biztory on multiple internet-connected devices (eg: laptop, tablet, smartphones) from multiple-level of users.

4.3     You acknowledge and agree that Biztory is licensed, not sold. You agree not to use, nor permit any third party to use Biztory in a manner that violates any applicable law, regulations or this Agreement. You shall not:-

(a)      Provide access to or give Biztory or any part of Biztory to be used by any third party;

(b)      Reproduce, duplicate, modify, copy, adapt, translate, deconstruct, reverse-engineer, sell, trade, or resell Biztory;

(c)      Transfer your license under this Agreement to any third party;

(d)      Attempt any unauthorised access to any other Vectory system that You are not part of;

(e)      Permit any third party to benefit from the use or functionality of Biztory via rental, lease, loan, timesharing, service bureau, hosting service, or any other arrangement; and

(f)       Make Biztory available on any file-sharing or application hosting service.

4.4     All other rights are reserved by Vectory. You are not licensed or permitted under this Agreement to do any of the following:-

(a)      Assign or distribute Biztory related materials or create derivative works based on Biztory or any part thereof; and

(b)      To develop any software to interface with Biztory.

4.5     If Your company is or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Vectory to request for transfer of your license to a new entity. All license transfer requests are subject to written approval by Vectory and may be subject to an administrative fee.

5. LICENSE FEE

5.1     In consideration of the License, You shall pay the License Fee to Vectory in the mode and manner as stated below unless Vectory notifies You otherwise in writing.

5.2     The payment shall be made on subscription basis. This Agreement also incorporates by reference and includes programme ordering and payment terms provided to You for Biztory:-

(a)      Payments will be billed to you in Malaysian Ringgit, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for Biztory;

(b)      You must pay with one of the following method:

i) A valid credit card accepted by Vectory;

ii) A valid debit card accepted by Vectory; and

iii) Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or

iv) By another payment option that Vectory provides to you in writing.

(c)      If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of Biztory.

5.3     If You did not notify Vectory of updates to your payment method (e.g. credit card expiration date), to avoid interruption of your service, Vectory may participate in programs supported by your card provider (e.g. updater services, recurring billing programs, etc.) to try to update your payment information, and you shall authorize Vectory to continue billing your account with the updated information that Vectory has obtained.

5.4     Vectory will automatically renew your monthly or annual subscription at the then-current rates, unless Biztory is cancelled or terminated under this Agreement.

5.5     Additional cancellation or renewal terms may be provided to You on the website for Biztory.

6. PRIVACY AND PERSONAL INFORMATION

You can review Vectory’s Privacy Statement provided with Biztory and on the website for Biztory. You shall agree to the applicable Vectory Privacy Statement, and any changes published by Vectory. You shall agree that Vectory may use and maintain your data according to the Vectory Privacy Statement, as part of Biztory. You shall give Vectory permission to combine information you enter or upload for Biztory with that of other users of Biztory and/or other Vectory services. This means that Vectory may use your and other users’ non-identifiable, aggregated data to improve Biztory in future releases or to design promotions and provide ways for you to compare business practices with other users.

7. CONTENT

7.1     You are responsible for your own Content. You grant Vectory a royalty-free, non-exclusive license to host and use any Content provided through your use of Biztory. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Vectory is not responsible for the Content or data you provide through your use of Biztory. You shall agree not to use Biztory, nor permit any third party to use, Biztory to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

(a) Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;

(b) Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

(c) Except as permitted by Vectory in writing, investment opportunities, solicitations, chain letters, pyramid schemes, and other unsolicited commercial communications or engage in spamming or flooding;

(d) Virus, Trojan horse, worm or other disruptive or harmful software or data; and

(e) Any information, software or Content which is not legally yours, and without permission from the copyright owner or intellectual property rights owner.

7.2     Community Forum

Biztory may include a community forum or other social features features to exchange Content and information with other users of Biztory and the public. Vectory does not support and not responsible for the content in these community forums. Please treat other users in this community forum with respect. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Vectory is not responsible.

7.3     Vectory may freely use feedback provided by You

You shall agree that Vectory may use your feedback, suggestions, or ideas in any way, including for future modifications of Biztory, other products or services, advertising, or marketing materials. You shall grant Vectory a perpetual, transferable, sub-licensable, non-revocable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Vectory in any way.

7.4     Vectory may monitor your Content

Vectory may but is not obligated to monitor your Content in Biztory. Vecory may disclose any information which is necessary to satisfy Vectory’s legal obligations, protect Vectory or its customers, or operate Biztory properly. Vectory may in its sole discretion, refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

8. ACCEPTANCE

Upon installation of Biztory on the Designated Computer Equipment, You shall be responsible to ensure that Biztory shall be used in accordance with this Agreement.

9. OWNERSHIP

9.1     Vectory shall retain ownership of all rights (including without limitation all Intellectual Property Rights), title to and interest in the Software whether in its original or as modified by You during the terms of the License.

9.2     Nothing in this Agreement shall affect the ownership of Vectory’s Moral Right(s) in Biztory.

10. ADDITIONAL TERMS

10.1   Vectory does not give professional advise

Unless specifically included with Biztory, Vectory is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

10.2   Vectory shall reserve the right to promote other services provided by Vectory

You may be offered other services, products, or promotions by Vectory. Additional terms and conditions and fees may apply. With some Vectory Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Vectory permission to use information about your business and experience to help us to provide the Vectory Services to you and to enhance Biztory. You shall grant Vectory the permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also shall grant Vectory permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

10.3   Communications

Vectory may be required by law to send you communications about Biztory or Third Party Products. You shall agree that Vectory may send these communications to you via email or by posting them on our websites.

10.4   You shall manage your own password and accept updates

You are responsible for securely managing your password(s) for access to Biztory and to contact Vectory, if you become aware of any unauthorized access to your account. Biztory may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve Biztory. You agree to receive these updates.

10.5   Registrations; Other restrictions

Biztory includes required registration, so you agree that You must register Biztory with Vectory within the amount of time specified by Biztory, otherwise you will not be able to continue to use of Biztory. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies relating to Biztory product You subscribed. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

10.6   Software updates and Programmes

If and when You connect to the Internet and use Biztory, Vectory may also include updates in the transmission or install programs You may have requested. Vectory may also gather certain kinds of information, in aggregate and non-aggregate form. Information in non-aggregate form will be specific to You and your business, which Vectory will use to improve Biztory in future releases and/ or other Vectory products, better customize your experience with Biztory in future releases, and present You with improved Vectory marketing offers. All data collected will be used in accordance with Vectory’s Privacy Policy.

10.7   Help and support

Vectory may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with Biztory and Vectory Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Vectory from time to time for the most up-to-date information relating to this support and any associated charges, as well as updates to Biztory. By using Biztory support, You authorize Vectory to collect certain company data files in order to provide You with a better customer support experience.

10.8   In The Event of Bankruptcy

In the event that Vectory has declared bankrupt, we will ensure the users continue to have access to their Biztory account and accounting data for at least six (6) months. This will provide the users to have sufficient time to back-up their data.

10.9   Dormant Account

If there is no login for more than three (3) months, Vectory remain the rights to de-activate the account.

11. DISCLAIMER OF WARRANTIES

Your use of Biztory and content is entirely at your own risk. Vectory disclaim all warranties and duties of any kind whatsoever, whether express or implied, including, without limitation to, those for defects in media or materials, non-infringement, interference of enjoyment, title, data loss, the accuracy, reliability, quality or content, fitness for a particular purpose, merchantability, workmanlike effort and/or lack of negligence. Vectory does not warrant that Biztory is secure, free from bugs, viruses, interruptions, errors, theft or destruction. If the exclusions for the implied warranties do not apply to You, any implied warranties are only limited to sixty (60) days from the Acceptance Date.

12. LIMITATION OF LIABILITY AND INDEMNITY

12.1   To the maximum extent permitted by applicable law, the entire liability of Vectory for all claims relating to this Agreement shall be LIMITED to the amount that You have paid for Biztory during the twelve (12) months prior to such claim. Subject to applicable law, Vectory is not liable for any of the following: (A) indirect, special, incidental, punitive or consequential damages; (B) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Biztory’s system requirement. The above limitations shall apply even of Vectory has been advised of the possibility of such damages.

12.2   You shall agree to indemnify and hold Vectory harmless from any and all Claims. Vectory shall reserve the right, in its sole discretion and at its own expenses to assume the exclusive defense and control of any Claims. You shall agree to reasonably cooperate as requested by Vectory in the defense of any Claim.

13. AMENDMENT

Vectory shall reserve the right to make any amendment in this Agreement at any time, and the amendment shall be effective upon the publication of the amendment on Vectory’s website for Biztory or when Vectory notified You by other means. We may also change or discontinue Biztory, in whole or in part. Your continuation of use of Biztory shall indicate your agreement to the amendment made by Vectory.

14. MODIFICATIONS

The Customer shall not modify the whole or any part of Biztory or combine or integrate or incorporate the whole or any part of Biztory in any other computer programme or system without the prior consent in writing of Vectory.

15. TERMINATION

Vectory may immediately, in its sole discretion, and without notice terminate Biztory if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using and delete or destroy all copies of Biztory and any outstanding payments will become overdue. Any termination of this Agreement shall not affect Vectory’s right to any payments due to Vectory.

16. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements, arrangements, understandings and undertakings between the parties and constitutes the entire agreement between the parties relating to the Biztory and the Licence granted hereunder.

17. NOTICE

17.1   All notices, demands, and other communications to be made to Vectory which are required to be given under this Agreement shall be in writing and shall be sent by hand, registered post or facsimile to Vectory and address of the Vectory is set out below. Any Notices may be delivered by-hand or prepaid registered post or facsimile to:

VBiztory Cloud Sdn Bhd E-28-1, City Park, i-City, Jalan Multimedia 7/AG, Seksyen 7, 40000 Shah Alam, Selangor Darul Ehsan

18. ASSIGNMENT

18.1   You shall not assign, whether in whole or in part, the benefit of this Agreement or any of its rights or obligations hereunder, without the prior written consent of Vectory.

18.2   Vectory may assign or transfer the License without your consent to (A) an affiliate, (B) a company through a sale of asset by Vectory or (C) a successor by merger.

18.3   Any assignment in violation of Clause 18.1 and Clause 18.2 shall be void.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

20. WAIVER

No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party in relation to any other provision of this Agreement, nor shall any waiver of such right operate as a waiver of any subsequent breach of the same provision by the other party.

21. SEVERABILITY

Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement. Such invalidity shall not affect the validity of the remaining provisions of this Agreement which shall continue in full force and effect and be valid and binding on the parties.

22. DISPUTE RESOLUTION AND ARBITRATION

22.1   All disputes, controversies or differences which may arise between the parties in respect of this Agreement shall be settled amicably through mutual consultation or mediation.

22.2   In the event that the parties fail to resolve any controversies over the interpretation of or any dispute arising out of this Agreement or anything incidental thereto, these matters shall be resolved by arbitration which shall be final and binding upon the parties.

22.3   The arbitration shall be held in Kuala Lumpur, Malaysia in accordance with the Rules of Arbitration for the Kuala Lumpur Regional Centre for Arbitration for the time being in force which rules are deemed to be incorporated by reference to this clause. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the Kuala Lumpur Regional Centre for Arbitration. The arbitration shall be conducted in English.

23. FORCE MAJEURE

23.1   If by any reason of any event of force majeure, any of the parties to this Agreement is delayed in or prevented from or hampered in performing any of its obligations under this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement. In such an event, the obligations of the party so affected by the force majeure event shall be suspended during the period of such force majeure event, and the affected party shall use all reasonable endeavours to minimise and reduce any period of suspension occasioned as aforesaid.

23.2   For the avoidance of doubt, a force majeure event shall include, but shall, not be limited to acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof, fire, storm, flood, earthquake, accident, acts of public enemy, war, rebellion, insurrection, riot, invasion, strikes, industrial disputes or lockouts, or anything regarded as being beyond the control of the party in question.

Biztory Cloud Sdn Bhd.  All rights reserved.

Date: As of March 2016