b) The Terms contained herein constitute a legal agreement between you and ABLETECH SOLUTIONS SDN. BHD. (Registration No. 201901022986 (1332315-V)) and its affiliates and subsidiaries (hereinafter individually and collectively referred to as “we", "us" or "our").
d) Further to Clause 1(c) above, Services also include an online platform service that provides a place and opportunity for the sale of goods between the subscribers (hereinafter referred to as “you”, “Subscriber” or “Subscribers”) and the merchants on our Platform (hereinafter referred to as the “Seller” or “Biz Partner”). The Subscriber and Biz Partner are hereinafter collectively referred to as the “Parties”. The actual contract of sale is directly between the Subscriber and Seller and SUBPLACE is not a party to that or any other contract between the Subscriber and Biz Partner, and SUBPLACE strictly accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. SUBPLACE is not involved in the transaction between the Subscribers. SUBPLACE may or may not pre-screen the Subscribers or the Content or information provided by the Subscribers. SUBPLACE reserves the right to remove any Content or information posted by you on the Platform from time to time.
e) SUBPLACE reserves the right to change, modify, add, or remove portions of these Terms and/or SUBPLACE Terms and Conditions at any time. Changes will be effective when posted on the Platform and with no other notices provided and you are deemed to be aware of and be bound by any changes to the foregoing upon their publication on the Platform.
f) SUBPLACE reserves the sole and absolute right to change, modify, suspend, or discontinue all or any part of the Platform or the Services at any time or upon notice as required by applicable laws from time to time without further notice.
g) SUBPLACE may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and SUBPLACE shall not be held liable in such instances. SUBPLACE may also impose limits on certain features or restrict your access to parts of, or the entire, Platform or Services in its sole discretion and without notice or liability.
h) SUBPLACE reserves the sole and absolute right to refuse to provide you access to the Platform and/or Services, or to allow you to open an Account for any reason it deems reasonable.
i) BY USING SUBPLACE SERVICES OR REGISTERING AN ACCOUNT ON THE PLATFORM, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS CONTAINED HEREIN, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.
j) IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (HEREINAFTER REFERRED TO AS THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS CLAUSE, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU SHALL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.
ii) agree and acknowledge that the proprietary rights of your Subscriber Information are jointly owned by you and SUBPLACE; and
iii) shall not, whether directly or indirectly, disclose your Subscriber Information to any third party, or otherwise allow any third party to access or use your Subscriber Information, without SUBPLACE’s prior written consent.
b) Subscribers in possession of another Subscriber’s personal data through the use of the Services (hereinafter referred to as the “Receiving Party”) hereby agree that, they will: (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the Subscriber whose personal data the Receiving Party has collected (hereinafter referred to as the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
3. USE OF PLATFORM AND/OR SERVICES
a) SUBPLACE grants you a limited, non-transferable, and revocable license to use the Platform and/or Services, subject to these Terms. Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance. Any breach of these Terms shall result in the immediate revocation of the license granted herein without notice to you.
b) Content provided on this Platform is solely for informational purposes only. Products and/or services (hereinafter referred to as the “Goods”) representations expressed on the Platform are those of the Seller and are not made by SUBPLACE. Any submissions or opinions expressed on the Platform are those of the individual posting such content and does not in any way reflects SUBPLACE’s opinions.
c) Certain Services and related features that may be made available on the Platform may require registration or subscription. Should you choose to register or subscribe for any such Services or related features, you hereby agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Every Subscriber of the Platform is solely responsible for keeping passwords and other Account identifiers safe and secure. The Account owner is entirely responsible for all activities that occur under such password or Account. Further to the above, in the event of any unauthorized use of your password or Account, you are required to immediately notify us of the same. SUBPLACE shall not be responsible or liable, whether directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your failure to comply with this clause.
d) SUBPLACE reserves the right, but shall not be obliged to:
i. monitor, screen or otherwise control any activity, content, or material on the Platform and/or through the Services. SUBPLACE may in our sole and absolute discretion, investigate any violation of the Terms contained herein and may take any action we deem appropriate;
ii. prevent or restrict access of any authorised Subscriber to the Platform and/or the Services;
iii. report any activity we suspect to be in violation of any applicable law, statute, or regulation to the appropriate authorities and to cooperate with such authorities; and/or
iv. to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you have provided or if we have reasonable grounds to suspect that you have provided inaccurate, misleading, or fraudulent information and/or data.
4. SUBSCRIBER SUBMISSIONS
a) You are hereby granting us a non-exclusive license to use the materials or information that you submit to the Platform and/or provide to use, including but not limited to, questions, reviews, comments, and suggestions (hereinafter individually and collectively referred to as the “Submissions”).
b) When you post comments or reviews on the Platform, you also hereby grant us the right to use the name that you submit or your Subscriber ID (as hereinafter defined), in connection with such review, comment, or other content.
c) You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove, or edit any Submissions without further notice to you.
5. TRADEMARKS AND COPYRIGHTS
a) All intellectual property rights, whether registered or unregistered, on the Platform, information content on the Platform and all the website design, including but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software (hereinafter collectively referred to as the “Intellectual Property”) shall remain our property or where applicable, our affiliates or third party intellectual property owners. The entire contents of the Platform are also protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
b) SUBPLACE grants you a limited, non-transferable, and revocable license to access and use the Services subject to the terms and conditions of these Terms. No right or licence is granted directly or indirectly to any party accessing the Platform to use or reproduce any Intellectual Property, and no party accessing the Platform shall claim any right, title, or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Platform, and its Content.
c) No part or parts of the Platform may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcasted, hyperlinked, mirrored, framed, transferred, or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment, any Intellectual Property without our prior written consent or that of the relevant Intellectual Property owners. No party accessing the Platform shall claim any right, title, or interest therein. You are hereby restricted from copying, distributing, republishing, transmitting, publicly displaying, publicly performing, modifying, adapting, renting, selling, or creating derivative works of any portion of the Services, the Platform, or its Content. You shall not, without our prior written consent, mirror or frame any part or whole of the Content of the Platform or any other server or as part of any other website. The entire contents of the Platform also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
6. LIMITATION OF LIABILITIES
a) The Platform and all data and/or information contained therein and/or the Services are provided on an “as is” and “as available” basis without any warranties, claims or representations made by SUBPLACE of any kind either expressed, implied or statutory with respect to the Platform and/or the Services, including but not limited to, warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose. All data and/or information contained in the Platform and/or the Services are provided for informational purposes only.
b) Without limiting the foregoing, SUBPLACE does not warrant that the Platform and/or the Services or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this Platform and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
c) SUBPLACE and all of its respective officers, employees, directors, agents, contractors, and assigns shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
i. any access, use and/or inability to use the Platform or the Services;
ii. reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
iii. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive, or corrupting code, agent program or macros; and
iv. any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
d) Any risk of misunderstanding, error, damage, expense, or losses resulting from the use of the Platform and/or Services is entirely at your own risk and SUBPLACE shall therefore not be liable.
e) For your convenience purposes, we may include hyperlinks to other websites or content on the Platform that are owned or operated by third parties. Such linked websites or content are not under our control, and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy, or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to our use of such linked websites or content is entirely at your own risk.
7. ACCOUNTS AND SECURITY
b) You agree to: (i) keep your password confidential and use only your Subscriber ID and password when logging in; (ii) ensure that you log out from your Account at the end of each session on the Platform; (iii) immediately notify SUBPLACE of any unauthorised use of your Account, Subscriber ID and/or password; and (iv) ensure that your Account information is accurate and up to date. You are fully responsible for all activities that occur under your Subscriber ID and Account even if such activities or uses were not committed by you. SUBPLACE will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this clause.
c) You agree that SUBPLACE may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your Subscriber ID, remove or discard from the Platform any Content associated with your Account and Subscriber ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and Subscriber ID, temporarily withhold any sale proceeds or refunds, and/or take any other actions that SUBPLACE deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected: (i) extended periods of inactivity; (ii) violation of the letter or spirit of these Terms; (iii) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour; (iv) having multiple Subscriber accounts; (v) buying products on the Platform for the purpose of commercial re-sale; (vi) abnormal or excessive purchase of products from the same Seller or related group of Sellers; (vii) voucher abuse (including, but not limited to, selling of vouchers to third parties and abnormal or excessive use of vouchers on the Site); and/or (viii) behaviour that is harmful to other Subscribers, third parties, or the business interests of SUBPLACE . Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, SUBPLACE may terminate your Account immediately with or without notice.
d) Subscribers may terminate their Account if they notify SUBPLACE in writing, of their desire to do so. Notwithstanding any such termination, Subscribers remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the Goods, payment for the Goods, or the like, and Subscribers must contact SUBPLACE after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms. SUBPLACE shall have no liability and shall not be liable for any damages incurred due to the actions taken in accordance with this clause. Subscribers hereby waive any and all claims based on any such action taken by SUBPLACE.
8. APPLICABLE LAW AND JURISDICTION
These Terms and/or other SUBPLACE Terms and Conditions shall be interpreted and governed by the laws in force in Malaysia. Subject to Clause 7 on Arbitration below, you hereby agree to submit to the jurisdiction of the courts of Malaysia.
a) Any controversy, claim or dispute arising out of or relating to these Terms and/or other SUBPLACE Terms and Conditions or the breach, termination or invalidity thereof shall be referred to and settled by arbitration in accordance with the Arbitration Rules of the Asian International Arbitration Centre (AIAC) held in Kuala Lumpur, Malaysia. The arbitral tribunal shall consist of a sole arbitrator who is legally trained and who has experience in the information technology field in Malaysia and is independent of either party. The place of arbitration shall be Malaysia. Any award by the arbitration tribunal shall be final and binding upon the parties.
b) Notwithstanding the foregoing, SUBPLACE reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate or revoke any or all of your rights granted under these Terms and/or other SUBPLACE Terms and Conditions. Upon any termination of these Terms and/or other Terms and Conditions, you shall immediately cease all access to, and use of the Platform and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and Account identification issued to you and deny your access to and use of this Platform in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the Parties arising before the date of termination. You furthermore agree that SUBPLACE shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Platform and/ or with any terms, conditions, rules, policies, guidelines, or practices of SUBPLACE, in operating the Platform and/or providing services, your sole and exclusive remedy is to discontinue using the Platform.