Thanks for using Vase’s products and services (“Services”).
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
1. Fees And Payments
1.1. Fees for Services. You agree to pay to Vase any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Taxes. Unless otherwise stated, you are responsible for any taxes (other than Vase’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Vase for the Services without any reduction for Taxes. If Vase is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Vase with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to Vase, you must provide Vase with an official tax receipt or other appropriate documentation to support such payments.
1.3. Price Changes. Vase may change the fees charged for the Services at any time. Vase will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your order before the change becomes effective.
1.4. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
2.2. Confidentiality. Vase will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Vase); (b) was lawfully known to Vase before receiving it from you; (c) is received by Vase from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Vase without reference to your Content. Vase may disclose your Content when required by law or legal process, but only after Vase, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
2.3. Security. Vase will store and process your Content in a manner consistent with industry security standards. Vase has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
3. Your Content
3.1. Limited License to Your Content. You grant Vase a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by Vase’s privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Vase’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Vase with feedback about the Services, we may use your feedback without any obligation to you.
3.2. Customer Lists. Vase may identify you (by name and logo) as a Vase customer on Vase’s website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
4. Vase Ip
4.1. Vase IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by Vase’s Brand or Trademark Use Policy, these Terms do not grant you any right to use Vase’s trademarks or other brand elements.
5. User Content
5.1. User Content. The Services display content provided by others that is not owned by Vase. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Vase is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, Vase may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Vase otherwise has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources. Vase may publish links in its Services to internet websites maintained by third parties. Vase does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
6. Acceptable Uses
6.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
6.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that Vase imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
(d) Unless authorized by Vase in writing, you may not probe, scan, or test the vulnerability of any Vase system or network.
(e) Unless authorized by Vase in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Vase will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Vase.
(i) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(j) Unless authorized by Vase in writing, you may not resell or lease the Services.
(k) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Vase has agreed with you otherwise. You may not use the Services in a way that would subject Vase to those industry-specific regulations without obtaining Vase’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” without entering into a separate business associate agreement with Vase that permits you to do so.
7. Suspension And Termination Of Services
7.1. By You. If you terminate a Order in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
7.2. By Vase. Vase may terminate your Order at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Vase may terminate your Order for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Vase may suspend performance or terminate your Order for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Vase has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Vase may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Vase may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Vase may decide that we need to take immediate action without notice. Vase will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Vase has no obligation to retain your Content upon termination of the applicable Service.
7.3. Further Measures. If Vase stops providing the Services to you because you repeatedly or egregiously breach these Terms, Vase may take measures to prevent the further use of the Services by you, including blocking your IP address.
8. Changes And Updates
8.1. Changes to Terms. Vase may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Vase website. If an amendment is material, as determined in Vase’s sole discretion, Vase will notify you by email. Notice of amendments may also be posted to Vase’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Vase to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
8.2. Changes to Services. Vase constantly changes and improves the Services. Vase may add, alter, or remove functionality from a Service at any time without prior notice. Vase may also limit, suspend, or discontinue a Service at its discretion. If Vase discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Vase may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
9. Disclaimers And Limitations Of Liability
9.1. Disclaimers. While it is in Vase’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND Vase DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
9.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Vase, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Vase HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF Vase, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Vase FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.
9.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
9.5. Businesses. If you are a business, you will indemnify and hold harmless Vase and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
10. Contracting Entity
10.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Vase Technologies Sdn Bhd
10.2. Vase Technologies Sdn Bhd For any Service provided by Vase Technologies Sdn Bhd, the following provisions will apply to any terms governing that Service:
Contracting Entity. References to “Vase”, “we”, “us”, and “our” are references to Vase Technologies SDN BHD, located at 63A, Level 1, Block F, Zenith Corporate Park, Jalan SS 7/26, Kelana Jaya, 47301 Petaling Jaya, Selangor, Malaysia. Governing Law. Those terms are governed by the laws of Malaysia. Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Malaysia with respect to the subject matter of those terms.
11. Other Terms
11.1. Assignment. You may not assign these Terms without Vase’s prior written consent, which may be withheld in Vase’s sole discretion. Vase may assign these Terms at any time without notice to you.
11.2. Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and Vase, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
11.3. Independent Contractors. The relationship between you and Vase is that of independent contractors, and not legal partners, employees, or agents of each other.
11.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
11.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later. 11.6. Precedence. To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.
11.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
11.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
12. Terms For Certain Customers
12.1. Language. These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.