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As part of the Service, CWorks Systems Bhd (herein
referred to as “CWS”) will provide you with use of the
Service, including a browser interface and data encryption,
transmission, access and storage. Your registration for, or
use of, the Service shall be deemed to be your agreement to
abide by this Agreement including any materials available on
the CWS website incorporated by reference herein, including
but not limited to CWS's privacy and security policies. For
reference, a Definitions section is included at the end of
this Agreement.
1. Privacy & Security; Disclosure: CWS's privacy and
security policies may be viewed at http://cworks.com.my/.
CWS reserves the right to modify its privacy and security
policies in its reasonable discretion from time to time.
Since the service is a hosted, online application, CWS
occasionally may need to notify all users of the Service of
important announcements regarding the operation of the
Service. If you become a paying customer of the Service, you
agree that CWS can disclose the fact that you are a paying
customer and the edition of the Service that you are using.
2. License Grant & Restrictions: CWS hereby grants you a
non-exclusive, non-transferable, worldwide right to use the
Service, solely for your own internal business purposes,
subject to the terms and conditions of this Agreement. All
rights not expressly granted to you are reserved by CWS and
its licensors. You shall not (i) license, sublicense, sell,
resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party
the Service or the Content in any way; (ii) modify or make
derivative works based upon the Service or the Content;
(iii) create Internet "links" to the Service or "frame" or
"mirror" any Content on any other server or wireless or
Internet-based device; or (iv) reverse engineer or access
the Service in order to (a) build a competitive product or
service, (b) build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any ideas,
features, functions or graphics of the Service. User
licenses cannot be shared or used by more than one
individual User but may be reassigned from time to time to
new Users who are replacing former Users who have terminated
employment or otherwise changed job status or function and
no longer use the Service.
3. Your Responsibilities: You are responsible for all
activity occurring under your User accounts and shall abide
by all applicable local, state, national and foreign laws,
treaties and regulations in connection with your use of the
Service, including those related to data privacy,
international communications and the transmission of
technical or personal data. You shall: (i) notify CWS
immediately of any unauthorized use of any password or
account or any other known or suspected breach of security;
(ii) report to CWS immediately and use reasonable efforts to
stop immediately any copying or distribution of Content that
is known or suspected by you or your Users; and (iii) not
impersonate another CWS user or provide false identity
information to gain access to or use the Service.
4. Account Information and Data: CWS does not own any data,
information or material that you submit to the Service in
the course of using the Service ("Customer Data"). You, not
CWS, shall have sole responsibility for the accuracy,
quality, integrity, legality, reliability, appropriateness,
and intellectual property ownership or right to use of all
Customer Data, and CWS shall not be responsible or liable
for the deletion, correction, destruction, damage, loss or
failure to store any Customer Data. In the event this
Agreement is terminated (other than by reason of your
breach), CWS will make available to you a file of the
Customer Data within 30 working days of termination if you
so request at the time of termination. CWS reserves the
right to withhold, remove and/or discard Customer Data
without notice for any breach, including, without
limitation, your non-payment. Upon termination for cause,
your right to access or use Customer Data immediately
ceases, and CWS shall have no obligation to maintain or
forward any Customer Data.
5. Intellectual Property Ownership: CWS alone (and its
licensors, where applicable) shall own all right, title and
interest, including all related Intellectual Property
Rights, in and to the CWS Technology, the Content and the
Service and any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by
you or any other party relating to the Service. This
Agreement is not a sale and does not convey to you any
rights of ownership in or related to the Service, the CWS
Technology or the Intellectual Property Rights owned by CWS.
The CWS name, the CWS logo, and the product names associated
with the Service are trademarks of CWS or third parties, and
no right or license is granted to use them.
6. Third Party Interactions: During use of the Service, you
may enter into correspondence with, purchase goods and/or
services from, or participate in promotions of advertisers
or sponsors showing their goods and/or services through the
Service. Any such activity, and any terms, conditions,
warranties or representations associated with such activity,
is solely between you and the applicable third-party. CWS
and its licensors shall have no liability, obligation or
responsibility for any such correspondence, purchase or
promotion between you and any such third-party. CWS does not
endorse any sites on the Internet that are linked through
the Service. CWS provides these links to you only as a
matter of convenience, and in no event shall CWS or its
licensors be responsible for any content, products, or other
materials on or available from such sites. CWS provides the
Service to you pursuant to the terms and conditions of this
Agreement. You recognize, however, that certain third-party
providers of ancillary software, hardware or services may
require your agreement to additional or different license or
other terms prior to your use of or access to such software,
hardware or services.
7. Charges and Payment of Fees: You shall pay all fees or
charges to your account in accordance with the fees,
charges, and billing terms in effect at the time a fee or
charge is due and payable. The initial charges will be equal
to the current number of total User licenses requested times
the User license fee currently in effect. Payments may be
made annually, monthly, or quarterly, consistent with the
Initial Term, at your election. You are responsible for
paying for all User licenses ordered for the entire License
Term, whether or not such User licenses are actively used.
You must provide CWS with valid credit card or approved
purchase order information as a condition to signing up for
the Service. An authorized License Administrator may add
licenses by executing an additional written Order Form or
using the Online Order Center. Added licenses will be
subject to the following: (i) added licenses will be
coterminous with the preexisting License Term (either
Initial Term or renewal term); (ii) the license fee for the
added licenses will be the then current, generally
applicable license fee; and (iii) licenses added in the
middle of a billing month will be charged in full for that
billing month. CWS reserves the right to modify its fees and
charges and to introduce new charges at any time, upon at
least 30 days prior notice to you, which notice may be
provided by e-mail.
8. Billing and Renewal: CWS charges and collects in advance
for use of the Service. CWS will automatically renew and
bill your credit card or issue an invoice to you (a) every
month for monthly licenses, (b) every quarter for quarterly
licenses, (c) each year on the subsequent anniversary for
annual licenses, or (d) as otherwise mutually agreed upon.
The renewal charge will be equal to the then-current number
of total User licenses times the license fee in effect
during the prior term, unless CWS has given you at least 30
days prior written notice of a fee increase, which shall be
effective upon renewal and thereafter. Fees for other
services will be charged on an as-quoted basis. CWS's fees
are exclusive of all taxes, levies, or duties imposed by
taxing authorities, and you shall be responsible for payment
of all such taxes, levies, or duties, based solely on CWS's
income.
You agree to provide CWS with complete and accurate billing
and contact information. This information includes your
legal company name, street address, e-mail address, and name
and telephone number of an authorized billing contact and
License Administrator. You agree to update this information
within 30 days of any change to it. If the contact
information you have provided is false or fraudulent, CWS
reserves the right to terminate your access to the Service
in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us
in writing within 60 days of the invoice date of the invoice
containing the amount in question to be eligible to receive
an adjustment or credit.
9. Non-Payment and Suspension: In addition to any other
rights granted to CWS herein, CWS reserves the right to
suspend or terminate this Agreement and your access to the
Service if your account becomes delinquent (falls into
arrears). Delinquent invoices (accounts in arrears) are
subject to interest of 1.5% per month on any outstanding
balance, or the maximum permitted by law, whichever is less,
plus all expenses of collection. You will continue to be
charged for User licenses during any period of suspension.
If you or CWS initiates termination of this Agreement, you
will be obligated to pay the balance due on your account
computed in accordance with the Charges and Payment of Fees
section above. You agree that CWS may charge such unpaid
fees to your credit card or otherwise bill you for such
unpaid fees.
CWS reserves the right to impose a reconnection fee in the
event you are suspended and thereafter request access to the
Service. You agree and acknowledges that CWS has no
obligation to retain Customer Data and that such Customer
Data may be irretrievably deleted if your account is 30 days
or more delinquent.
10. Termination upon Expiration/Reduction in Number of
Licenses: This Agreement commences on the Effective Date.
For CareWorks licenses, the term is indefinite and may be
terminated at any time in CWS's sole discretion. Either
party may terminate this Agreement or reduce the number of
licenses, effective only upon the expiration of the then
current License Term, by notifying the other party in
writing at least five (5) business days prior to the date of
the invoice for the following term. In the event this
Agreement is terminated (other than by reason of your
breach), CWS will make available to you a file of the
Customer Data within 30 days of termination if you so
request at the time of termination. You agree and
acknowledge that CWS has no obligation to retain the
Customer Data, and may delete such Customer Data, more than
30 days after termination.
11. Termination for Cause: Any breach of your payment
obligations or unauthorized use of the CWS Technology or
Service will be deemed a material breach of this Agreement.
CWS, in its sole discretion, may terminate your password,
account or use of the Service if you breach or otherwise
fail to comply with this Agreement. In addition, CWS may
terminate a free account at any time in its sole discretion.
You agree and acknowledge that CWS has no obligation to
retain the Customer Data, and may delete such Customer Data,
if you have materially breached this Agreement, including
but not limited to failure to pay outstanding fees, and such
breach has not been cured within 30 days of notice of such
breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal
power and authority to enter into this Agreement. CWS
represents and warrants that it will provide the Service in
a manner consistent with general industry standards
reasonably applicable to the provision thereof and that the
Service will perform substantially in accordance with the
online CWS help documentation under normal use and
circumstances. You represent and warrant that you have not
falsely identified yourself nor provided any false
information to gain access to the Service and that your
billing information is correct.
13. Mutual Indemnification: You shall indemnify and hold
CWS, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with: (i) a claim
alleging that use of the Customer Data infringes the rights
of, or has caused harm to, a third party; (ii) a claim,
which if true, would constitute a violation by you of your
representations and warranties; or (iii) a claim arising
from the breach by you or your Users of this Agreement,
provided in any such case that CWS (a) gives written notice
of the claim promptly to you; (b) gives you sole control of
the defense and settlement of the claim (provided that you
may not settle or defend any claim unless you
unconditionally release CWS of all liability and such
settlement does not affect CWS's business or Service); (c)
provides to you all available information and assistance;
and (d) has not compromised or settled such claim.
CWS shall indemnify and hold you and your parent
organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with: (i) a claim
alleging that the Service directly infringes a copyright, a
U.S. patent issued as of the Effective Date, or a trademark
of a third party; (ii) a claim, which if true, would
constitute a violation by CWS of its representations or
warranties; or (iii) a claim arising from breach of this
Agreement by CWS; provided that you (a) promptly give
written notice of the claim to CWS; (b) give CWS sole
control of the defense and settlement of the claim (provided
that CWS may not settle or defend any claim unless it
unconditionally releases you of all liability); (c) provide
to CWS all available information and assistance; and (d)
have not compromised or settled such claim. CWS shall have
no indemnification obligation, and you shall indemnify CWS
pursuant to this Agreement, for claims arising from any
infringement arising from the combination of the Service
with any of your products, service, hardware or business
process(s).
14. Disclaimer of Warranties: CWS AND ITS LICENSORS MAKE NO
REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CWS
AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE
USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA
WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED
OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE
CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE
SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU
STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY
RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY CWS AND ITS LICENSORS.
15. Internet Delays: CWS'S SERVICES MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE
OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CWS IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability: IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID
BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE
LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY
TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE
OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO
THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT
OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE
CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING
SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights: Certain states and/or jurisdictions
do not allow the exclusion of implied warranties or
limitation of liability for incidental, consequential or
certain other types of damages, so the exclusions set forth
above may not apply to you.
18. Notice: CWS may give notice by means of a general notice
on the Service, electronic mail to your e-mail address on
record in CWS's account information, or by written
communication sent by first class mail or pre-paid post to
your address on record in CWS's account information. Such
notice shall be deemed to have been given upon the
expiration of 48 hours after mailing or posting (if sent by
first class mail or pre-paid post) or 12 hours after sending
(if sent by email). You may give notice to CWS (such notice
shall be deemed given when received by CWS) at any time by
any of the following: letter sent by confirmed facsimile to
CWS at the following fax numbers (whichever is appropriate):
(603) 8656 9043; letter delivered by nationally recognized
overnight delivery service or first class postage prepaid
mail to CWS at the following addresses (whichever is
appropriate): Block G1 & G2, UPM-MTDC Technology Incubation
Centre One, Lebuh Silikon, Universiti Putra Malaysia, 43400,
Serdang, Selangor, Malaysia in either case, addressed to the
attention to: CWorks Support Team
19. Modification to Terms: CWS reserves the right to modify
the terms and conditions of this Agreement or its policies
relating to the Service at any time, effective upon posting
of an updated version of this Agreement on the Service. You
are responsible for regularly reviewing this Agreement.
Continued use of the Service after any such changes shall
constitute your consent to such changes.
20. Assignment: This Agreement may not be assigned by you
without the prior written approval of CWS but may be
assigned without your consent by CWS to (i) a parent or
subsidiary, (ii) an acquirer of assets, or (iii) a successor
by merger. Any purported assignment in violation of this
section shall be void.
22. General: With respect to U.S. Customers, this Agreement
shall be governed by Malaysian law and controlling Malaysian
federal law. The failure of CWS to enforce any right or
provision in this Agreement shall not constitute a waiver of
such right or provision unless acknowledged and agreed to by
CWS in writing. This Agreement, together with any applicable
Order Form, comprises the entire agreement between you and
CWS and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or
oral, between the parties regarding the subject matter
contained herein.
21. Definitions
As used in this Agreement and in any Order Forms now or
hereafter associated herewith: "Agreement" means these
online terms of use, any Order Forms, whether written or
submitted online via the Online Order Center, and any
materials available on the CWS website specifically
incorporated by reference herein, as such materials,
including the terms of this Agreement, may be updated by CWS
from time to time in its sole discretion; "Content" means
the audio and visual information, documents, software,
products and services contained or made available to you in
the course of using the Service; "Customer Data" means any
data, information or material provided or submitted by you
to the Service in the course of using the Service;
"Effective Date" means the earlier of either the date this
Agreement is accepted by selecting the "I Accept" option
presented on the screen after this Agreement is displayed or
the date you begin using the Service. "Intellectual Property
Rights" means unpatented inventions, patent applications,
patents, design rights, copyrights, trademarks, service
marks, trade names, domain name rights, mask work rights,
know-how and other trade secret rights, and all other
intellectual property rights, derivatives thereof, and forms
of protection of a similar nature anywhere in the world;
"License Administrator(s)" means those Users designated by
you who are authorized to purchase licenses online using the
Online Order Center or by executing written Order Forms and
to create User accounts and otherwise administer your use of
the Service; "License Term(s)" means the period(s) during
which a specified number of Users are licensed to use the
Service pursuant to the Order Form(s); "Order Form(s)" means
the form evidencing the initial subscription for the Service
and any subsequent order forms submitted online or in
written form, specifying, among other things, the number of
licenses and other services contracted for, the applicable
fees, the billing period, and other charges as agreed to
between the parties, each such Order Form to be incorporated
into and to become a part of this Agreement (in the event of
any conflict between the terms of this Agreement and the
terms of any such Order Form, the terms of this Agreement
shall prevail); "Online Order Center" means CWS's online
application that allows the License Administrator designated
by you to, among other things, add additional Users to the
Service; "CWS" means collectively CWorks Systems Bhd, a
Malaysian corporation, having its principal place of
business at Block G1 & G2, UPM-MTDC Technology Incubation
Centre One, Lebuh Silikon, Universiti Putra Malaysia, 43400,
Serdang, Selangor, Malaysia; "CWS Technology" means all of
CWS's proprietary technology (including software, hardware,
products, processes, algorithms, user interfaces, know-how,
techniques, designs and other tangible or intangible
technical material or information) made available to you by
CWS in providing the Service; "Service(s)" means the
specific edition of CWS's online customer relationship
management, billing, data analysis, or other corporate ERP
services identified during the ordering process, developed,
operated, and maintained by CWS, accessible via
http://www.cworks.com.my or another designated web site or
IP address, or ancillary services rendered to you by CWS, to
which you are being granted access under this Agreement,
including the CWS Technology and the Content; "User(s)"
means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service
and have been supplied user identifications and passwords by
you (or by CWS at your request).
Questions or Additional Information: If you have questions
regarding this Agreement or wish to obtain additional
information, please send an e-mail to
info@cworks.com.my
or
info@cworkssystems.com
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