LAST UPDATED: 3rd September 2020
  • 1 INTRODUCTION
    • 1.1 Welcome
      • 1.1.1 Welcome to the terms of use (“Agreement” or “Terms of Service” or “Subscription”) offered by Strataboss Sdn. Bhd. (the “Service Provider”, “we”, “us” or “our”).
      • 1.1.2 This Agreement, together with any amendments, Registration Form or Order Forms, and any additional agreements is a legally binding contract that is entered into by the person or entity (the “Subscriber”, “you”, “your”, or “user”) who registers with the Service Provider to have access to and use of websites, services, products and applications (collectively, the “Service”). These Terms of Service apply to all visitors, users and others who access or use the Service.
      • 1.1.3 The Agreement is effective as of the Effective Start Date stated in your Registration Form or Order Form.
      • 1.1.4 Please read this Agreement carefully.
    • 1.2 Acceptance of Terms of Service
      • 1.2.1 By registering with us or accessing or using the Service in any way made available by the Service Provider, you, are indicating your acceptance of this Agreement and your agreement to abide by the Terms of Service and all other rules, policies and procedures that are published on the website.
      • 1.2.2 If you are entering into this Agreement on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorised to do so.
      • 1.2.3 If you do not agree with (or cannot comply with) the Agreement, then you may not access or use the Service.
    • 1.3 Modifications to Terms of Service
      • 1.3.1 We reserve the right, at our sole discretion, to make modifications to any portion of the Agreement in whole or in part, at any time without giving you prior notice. Your use of the Services following any such modification constitutes your acceptance to be bound by the Agreement as modified.
      • 1.3.2 You agree that we shall not be liable to you or to any third party for any modifications to the Terms of Service. If you do not wish to continue using the Service under the new version of the Agreement, you may choose to terminate the Agreement.
    • 1.4 Information
      • 1.4.1 The information, material and content provided in the pages of the Service (the “Information”) is believed to be reliable when posted, but there is no guarantee that it is accurate, complete or current at all times.
  • 2. SERVICES (THE “SERVICE”)
    • 2.1 Usage and Provision of The Service
      • Subject to the terms of this Agreement, the Service Provider will use commercially reasonable efforts to provide you with the Software Service (“Service”).
      • 2.1.1 You may access and use the Service only in compliance with these Terms of Service and in accordance with the instructions that we provide. You must use the Service in a lawful manner and you must adhere to all applicable laws, rules and regulations.
      • 2.1.2 We may suspend or stop providing the Service to you if you do not comply with our terms and conditions and if your actions constitute in any way to be unauthorised, fraudulent, or illegal purpose.
      • 2.1.3 You are responsible for all activities that occur under your Account, regardless of whether the activities are undertaken by you, your employees or a third party and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible to you or any third party for unauthorised access to and use of your Account.
      • 2.1.4 You shall not:
        • a. modify, translate, or create derivative works based on the Service;
        • b. create any link to the Service or copy any content contained therein;
        • c. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas of the Service;
        • d. access the Service to build a competitive product or service, or copy any features, functions or graphics of the Service; or
        • e. perform any action that would interfere with the normal operations of the Service or affect the use of the Service by our other users.
    • 2.2 Access and Security
      • 2.2.1 You must ensure that the password required to access and use the Service is always kept secure and confidential. You must immediately notify the Service Provider of any unauthorised use of your login credentials or any other breach of security.
      • 2.2.2 You acknowledge that we may use the details submitted by you to verify any other information you provide to us. You acknowledge and consent to our personnel logging in to the Service under your Account in order to maintain or improve the Service or to provide assistance with technical or billing issues.
    • 2.3 Fees and Payments
      • 2.3.1 The payment rate (the “Subscription Fee”) that you are obligated to pay is as stated in your Registration Form or Order Form.
      • 2.3.2 An invoice for the Subscription Fee will be issued to the Subscriber at the start of each Billing Period, with payment due in accordance with the payment term as specified in the invoice. The Service Provider will continue invoicing the Subscriber in accordance with the Registration Form or Order Form until this Agreement is terminated in accordance with the terms of this Agreement.
      • 2.3.3 The Subscriber is responsible for the payment of taxes, if any, in addition to the Subscription Fee.
      • 2.3.4 Full payment for invoices issued in any given Billing Period must be received by the Service Provider by the invoice’s due date. Overdue amounts may result in suspension or termination of the Service.
      • 2.3.5 The Service Provider reserves the right to revise the Subscription Fee upon providing at least thirty (30) days advance written notice to the Subscriber.
    • 2.4 Support
      • 2.4.1 We will provide support via email subject to conditions and procedures.
    • 2.5 Changes to The Service
      • 2.5.1 We may continue to revise or modify the Service over time as more features are introduced. We may stop, suspend, or modify the Service at any time without prior notice to you. We may also remove any content (including your Client Data) from the Service at our sole discretion. We also may impose restrictions on the usage for the Service (in case of security issues or if we reasonably suspect misuse of the Service) as we, in our sole discretion, determine to be applicable and appropriate.
  • 3. PROPRIETARY RIGHTS
    • 3.1 Intellectual Property
      • 3.1.1 All intellectual property rights in the Service and all intellectual property rights relating to the provision of support are owned or licensed by us. Except for the subscription granted hereunder, nothing in this Agreement gives you any right, title or interest to the Service or related support.
      • 3.1.2 We grant you a nonexclusive and non-transferable licence to electronically access and use the Service only in the manner described in this Agreement.
      • 3.1.3 Your comments or suggestions about improvements to the Service or any other component of our products or services (“Feedback”), provided to us are without any restrictions on our use of it. You also agree that we have no fiduciary or any other obligation to you in connection with any Feedback you submit to us, and that we are free to use your Feedback without any compensation to you.
  • 4. TERM AND TERMINATION
    • 4.1 Term and Termination
      • 4.1.1 The Agreement is effective upon the Effective Start Date as stated in your Registration Form or Order Form and it will continue to apply until terminated by either you or us by giving at least thirty (30) days advance written notice.
      • 4.1.2 Subject to provisions for earlier termination, this Subscription is for the Initial Service Term as specified in the Registration Form or Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current Term.
      • 4.1.3 We may terminate the Agreement or suspend your access to and use of the Service without liability at any time, including in the event of:
        • a. your actual or suspected unauthorised or prohibited use of the Service;
        • b. failure to comply with the provisions of the Agreement;
        • c. any requirement by law or a regulatory or government body;
        • d. protecting our network or our other users.
      • 4.1.4 We may terminate the Agreement with immediate effect if you:
        • a. are unable to pay your debts; or
        • b. enter into compulsory or voluntary liquidation; or
        • c. have a receiver or manager or an administrator appointed.
      • 4.1.5 Nothing under this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to protect any of our proprietary interests. Except as otherwise provided in these Terms of Service, all remedies are cumulative and in addition to (not in lieu of) any other remedies available is to at law or equity.
    • 4.2 Effects of Termination
      • 4.2.1 You acknowledge and agree that the perpetual licence granted by you in relation to Client Data, including feedback, is irrevocable and will therefore continue after expiry or termination of the Agreement for any reason.
      • 4.2.2 If you or the Service Provider terminate the Agreement, or if we suspend your access to the Service, you agree that we shall have no liability or responsibility to you and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
      • 4.2.3 Clauses of the Agreement, either explicitly or by their nature, must remain in effect even after termination of the Agreements.
  • 5. WARRANTIES AND DISCLAIMERS
    • 5.1 Warranties
      • 5.1.1 THE SERVICE IS PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW,  NEITHER THE SERVICE PROVIDER, ITS AGENTS, AFFILIATES, LICENSORS, NOR SUPPLIERS, MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. THE SERVICE PROVIDER MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN, OR FROM, A THE SERVICE USER ACCOUNT.
      • 5.1.3 We are not responsible for any harm to your computer system, loss or corruption of Client Data, or other harm that results from your access to or use of the Service.
      • 5.1.4 We warrant that the performance relating to the Service will be carried out in a competent and workmanlike manner and in accordance with applicable industry standards for similar types of services.
    • 5.2 Disclaimer
      • 5.2.1 We disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law, including the implied warranties relating to satisfactory quality and fitness for a particular purpose. You are solely responsible for the suitability of the Services chosen.
      • 5.2.2 We do not warrant that the Service will meet your requirements or that the operation of the Service will be uninterrupted, error-free or completely secure. Further, we do not warrant that all errors in the Service can or will be corrected.
      • 5.2.3 You acknowledge that there are risks inherent in the connectivity involving the Internet that could result in the loss of your privacy and Client Data. We will not be responsible for any loss of or change in Client Data or inability to perform certain tasks resulting from your decision to downgrade your Subscription.
  • 6. LIMITATION OF LIABILITY
    • 6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE SERVICE PROVIDER, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE,OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT THE SERVICE PROVIDER HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  • 7. INDEMNIFICATION
    • 7.1 To the fullest extent allowed by applicable law, you agree to indemnify and hold the Service Provider, its affiliates, officers, agents, employees, suppliers, licensors and partners harmless from and against any and all claims, liabilities, damages (“Claim”) (actual and consequential), losses and expenses (including reasonable attorneys’ fees) arising from or in any way related to any third party claims that result from:
      • a. Your breach of any provision of this Agreement;
      • b. Your use of the Service;
      • c. Negligent or wilful misconduct of your employees, contractors, or agents; or
      • d. Contractual or other relationships between you and your customers.
    • 7.2 In the event of such a Claim, we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
  • 8. CONTENT
    • 8.1 In using the Service, Data is inputted by you or with your authority into the Service.
    • 8.2 Your access to the Data through using the Service is contingent on full payment of the Subscription Fee when due.
    • 8.3 To enable you to access and use the Service and for any other purposes related to the provision of the Service, the Service Provider has the right to manage, back-up and store the Data. These rights extend to the third party service providers with whom we work to provide the Service.
    • 8.4 You must maintain copies of all Data inputted into the Service. The Service Provider does not make any guarantees that there will be no loss of Data. The Service Provider expressly excludes liability for any loss of Data no matter how caused.
  • 9. THIRD PARTY LINKS
    • 9.1 We may reference or provide access to third-party services, products, and promotions that utilise, integrate, or provide ancillary services to the Service (“Third-Party Links”). These Third-Party Links are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Links for you.
    • 9.2 Your access and usage of any Third-Party Links will be based on your own evaluation and at your own risk. You understand that your use of any Third-Party Links is not governed by this Agreement. If you decide to use a Third-Party Link, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use.
    • 9.3 We expressly disclaim all responsibility and liability for your use of any Third-Party Links. Please also remember that when you use a Third-Party Links, our Privacy Policy is no longer in effect. Your use of a Third-Party Link, including those that have a link on the Service, is subject to that Third-Party Link’s own terms of use and privacy policies.
  • 10. GENERAL PROVISIONS
    • 10.1 Entire Agreement and Severability
      • 10.1.1 These Terms of Service will constitute the entire agreement between the Service Provider and you with respect to the subject matter contemplated herein, and supersede all oral statements and prior writings with respect to the subject matter contemplated herein.
      • 10.1.2 If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms of service shall otherwise remain in effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under these Terms of Service. Nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claiming to have waived.
      • 10.1.3 This Agreement represents the complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter covered by this Agreement.
    • 10.2 Notices
      • 10.2.1 We may provide notifications electronically, whether these are required by law or are for marketing or other business related purposes, to you via email, or through posting of such notice on our website, as determined by us in our sole discretion.
      • 10.2.2 You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
    • 10.3 Survival
      • 10.3.1 All Clauses of the Agreement which by their nature should survive termination of any agreement between you and us, will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.
    • 10.4 Assignment
      • 10.4.1 The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
    • 10.5 Data Protection
      • 10.5.1 The Service Provider and user agree to comply with our respective obligations under the Malaysian Data Protection Act 2010 (the “Act”) as applicable to personal data that it controls or processes as part of, or in connection with, its use or provision of the Service.
      • 10.5.2 Specifically, but without limitation, you must comply with the Act as it relates to personal data that you store or transfer using your system.
    • 10.6 Force Majeure
      • 10.6.1 Neither we nor you will be in breach of the Agreement if the failure to perform the obligation is caused by a condition that was beyond the party’s reasonable control, such as, natural disaster or significant Internet disturbance, or other events of a type for which precautions are not generally taken in the industry.
    • 10.7 Relationship
      • 10.7.1 Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. The relationship between the parties is that of independent contractors.
    • 10.8 Governing Law
      • 10.8.1 The Agreement will be governed and construed in accordance with the substantive laws of Malaysia as applied to agreements entered into and to be performed entirely within Malaysia, without regard to its conflicts of law principles that would require application of law of a different jurisdiction.
    • 10.9 Dispute Resolution
      • 10.9.1 All disputes, controversies or differences (“Dispute”) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC”) for the time being in force.
      • 10.9.2 The language of the arbitration shall be English.
      • 10.9.3 The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. The prevailing party will be entitled to recover its attorneys’ fees and costs in connection with such an action.
    • 10.10 Contact Details
      • 10.10.1 If you have any enquiries, concerns or comments that relate to our Agreement, please Book a Demo at support@strataboss.com.
  • 11. DEFINITIONS
    • a. “Affiliate” means a subsidiary or holding company of the Service Provider either party to this Agreement and any subsidiary of such holding company (where “holding company” and “subsidiary” have the meanings set out in the Malaysian Companies Act).
    • b. “Client Data” and “Data” means all information, data and other content provided by the Subscriber in connection with its authorized use of the Service, including, without limitation, all data and information transmitted to the Service.
    • c. “Documentation” means the then-current technical and functional information regarding the Services that is provided by the Service Provider to users in electronic or other form.
    • d. “Fee” means the subscription fees and any other amounts due to the Service Provider and payable by you under this Agreement.
    • e. “Registration Form or Order Form” means an Registration Form or Order Form referencing this Agreement that has been agreed to and signed by the Subscriber.
    • f. “Service” means the software services provided to you by the Service Provider pursuant to this Agreement.
    • g. “Term” means the period of effectiveness of this Agreement as specified in Clause 4.1 above.