1.Definitions:
In this Agreement, the following expressions hall have the following meanings (except where the context requires otherwise):-
In businesses, warehousing and logistics play a crucial part whether the warehouse is managed internally or outsourced to third-party warehouses or fulfilment centres. The importance is to identify and analyse if the services provided by the warehouse fit the needs of a business. There are several types of warehousing facilities in Malaysia.
2.Scope of the platform:
The Platform is a software as a service (SaaS) Company who is the proprietor of SaaS-based solution, namely, Shoko e-commerce warehouse management system(“eWMS”), that facilitates the simplification of backend e-commerce operations for businesses of all sizes, sellers, third party logistics companies etc. by managing critical aspects of their offline and online logistics businesses, on a day-to-day basis.
Shoko's platform has been helping clients acquire control get end-to-end visibility of their entire eCommerce operations, right from receiving the orders to fulfilling them across the requisite territory.
Although the Platform may display information that may be obtained through various sources, the Users understand and acknowledge that the Company shall not be responsible in any manner for the nature of the information displayed on the Platform. You understand and acknowledge that your use of the Platform is at your own risk and the Company shall not be liable for any consequence arising from such use.
3.User account:
You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:
We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
Shoko shall not under any circumstances whatsoever be liable or responsible for, and the Customers shall keep Shoko fully and completely indemnified and harmless to its satisfaction against all actions, suits, proceedings, penalties claims and demands which Shoko may incur sustain or suffer or to which it may thereby render itself liable and all costs (including legal costs on a solicitor-client basis), charges, expenses, loss and damage of whatever nature whatsoever and howsoever arising which it may incur sustain or suffer by reason of or otherwise attributable to any breach of this clause by the Client (to the extent that such loss and damage are not, whether partly or wholly, caused by or attributable to Shoko and/or its employees or representatives).
4.Access to the platform:
We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site in accordance with these Terms.
You agree to use the Platform only: (i) for purposes that are permitted by these Terms; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Platform by the Company or other Users.
You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by the Company. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Company property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.
You acknowledge and agree that by accessing or using the Platform, you may be exposed to content from third parties that you may consider offensive, indecent or otherwise objectionable. The Company disclaims all liabilities arising in relation to such offensive content on the Platform.
5.Content available:
The Company does not make any warranty or representation for the Services available on the Platform. The Company shall not be held liable under any circumstances including, but not limited to: any infringement, errors, damages, fraud, misrepresentations, direct or indirect losses, future business loss, liability, claims or omission of information or details posted, or any link accessible or made available through this Platform. You understand that by using this Platform, you may be exposed to content that may be incomplete, old, offensive and/or objectionable due to any reason whatsoever. The Company assumes no responsibility for such content. We reserve the right to modify the contents of the Platform at any time, and you shall be notified of any such modification via an email. You may also be notified of any such modification through a pop-up on the Platform. You agree that such modified content shall be binding upon you and you agree to abide by the same. You agree that you are solely responsible for your use of the Services made available through the Platform, and the Company shall not be responsible and/or liable for any consequences arising from such use.
6.Ownership of intellectual property:
The Platform and all the rights including but not limited to intellectual property rights subsisting under or in relation to the Platform are owned by the Company and its affiliates, subsidiaries, licensors, etc. as the case may be. Nothing contained in this section shall be deemed to grant you any rights to the intellectual property rights contained in the Platform.
The Company respects copyright, and we prohibit Users from submitting, uploading, posting, or otherwise transmitting any content or details through the Platform that violates another person’s or entity’s proprietary rights.
If you believe that the Platform contains elements that infringe your intellectual property rights in your work, please notify the Company immediately. If we receive any intellectual property right infringement claim notification, we may remove all such content which is indicated as infringing and/or take any other appropriate action at our discretion.
All material on this Platform, including but not limited to audio, images, photographs, software, text, icons and such like (the “Platform Content”), are protected by copyright under the copyright laws or any other relevant intellectual property laws. You cannot use the Platform Content, except as specified herein.
There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by us or otherwise. By displaying them on the Platform we are not granting you any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Platform Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.
You may choose to, or we may invite you or any third parties to submit or you may submit or take part in chats, testimonials, blogs, photographs, content, whitepapers, comments, newsletters, reviews, ratings about the Features and Services, including without limitation about how to improve the features of the Platform (“Feedback”). By submitting such Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place the Company under any fiduciary or other obligation to maintain the secrecy of such Feedback, and that we are free to use the Feedback, without any additional compensation to you, and/or to disclose the same on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, the Company does not waive any rights to use similar or related ideas previously known to the Company or developed by its employees or obtained from sources other than you.
In case you wish to submit any oral Feedback or raise a complaint, please contact our Sales Agent directly.
7.Confidentiality:
Confidential information, for the purpose of these Terms, shall mean the information including but not limited to the features, functionalities, processes, data and information regarding the Platform, or other information of a confidential nature disclosed by one party to the other party under these Terms, in any form (“Confidential Information”). Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the receiving party from a third party, without breach of these Terms; (iii) was already in the possession of receiving party, without confidentiality restrictions, at the time of disclosure by the disclosing party; (iv) is permitted for disclosure by the disclosing party in writing; (v) independently developed by the receiving party without use of Confidential Information; (vi) is required to be disclosed by the receiving party pursuant to any order or requirement from a court, administrative or governmental agency. The receiving party agrees not to use any Confidential Information for any purpose except as stated in these Terms.
We will keep any personal information shared by you, confidential and only use it as per the terms of our Privacy Policy.
8.Prohibited conduct:
You agree not to engage in any of the following activities:
Violating laws and rights:
You may not (a) use the Platform for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including but not limited to, by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights, (c) circumvent or disable any content protection system or digital rights management technology used in connection with the Platform Content, (d) rebroadcast or transmit the Platform Content, (e) modify the Platform in any manner, including but not limited to, by removing identification, copyright or other proprietary notices from the Platform Content, or by framing, mirroring, or utilizing similar techniques.
Solicitation:
You may not use the Platform, or any information provided through the Platform for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation.
Disruption:
You may not use the Platform in any manner that could disable, overburden, damage, or impair the Platform, or interfere with any other User’s use and enjoyment of the Platform; including but not limited by:
Harming others:
You may not share or transmit content or details that are harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or which incite the commission of an illegal or violent act.
Impersonation or unauthorized access:
You will not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Platform.
You will not use or attempt to use any other person or entity’s information, personal or otherwise; and you will not attempt to gain unauthorized access to the Platform or any other User Account, through hacking, password mining or any other means.
Developing competing offerings:
You will not use the Platform to develop any competing platforms, applications, websites or products which are similar or substantially similar to the Platform.
You understand and acknowledge that if you indulge in any of the prohibited conduct stated above, and it is brought to the notice of the Company, the Company may terminate your right to use the Platform and the Features and take any other corrective action as it deems fit.
In the event you are at the receiving end of any offensive content or are the victim of any such action of any other User, you are encouraged to report such content or conduct to the Company. The Company may delete such offensive content and take any other corrective action as it deems fit.
9.Promotions and offers from the company:
We may encourage Users to participate in certain promotions, discount offers, contests, social media events, memberships (“Promotions”) released by the Company, from time to time. These Promotions would be at our own discretion. The Promotions may have its own terms and conditions, which will be in addition to these Terms. Promotions cannot be transferred or clubbed. We may request for additional information from the Users if the Users wish to participate in these Promotions.
10.Dealings with third party organisations and individuals:
You agree and acknowledge that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of your dealings or interactions with third party organisations and individuals through the Platform. In the event that you have a dispute with one or more other third -party organisation or individuals, you hereby release the Company, its officers, employees, agents and successors from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Platform.
11.Disclaimer of warranties:
You expressly acknowledge and agree that use of the platform and the Features and/or services provided through it is entirely at your own risk and That the platform and the information therein are provided on an "as is" or "as Available" basis, without any warranties of any kind. All express and implied Warranties, including, without limitation, the warranties of merchantability, Fitness for a particular purpose, and non-infringement of proprietary rights Are expressly disclaimed to the fullest extent permitted by law. To the fullest Extent permitted by law, the company, its officers, directors, employees, and Agents disclaim all warranties, express or implied, in connection with the Platform, the features, the services and your use thereof. The company makes No warranties or representations about the accuracy or completeness of the Features and/or services or any information provided or the platform's Content or the data shared by or the content of any third party linked to the Platform and assumes no liability or responsibility for any (I) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the platform, the Features and the services, (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Platform, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the platform by any third party, and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any features and/or services displayed, delivered, or otherwise made available via the platform or the features and/or the services. The company does not warrant, endorse, guarantee, or assume responsibility for any information advertised or offered by a third party through the platform or any hyperlinked platform or featured in any banner or other advertising, and the company shall not be a party to or in any way be responsible for monitoring any transaction between you and/or other users and/or third-party merchants or advertisers.
12.Limitation of liability:
In no event shall the company, its officers, directors, employees, or agents, be liable for any indirect, incidental, special, consequential or exemplary damages (even if the company has been advised of the possibility of such damages), resulting from any aspect of your use of the platform or the information provided through it, including without limitation whether the damages arise from use or misuse of the platform or the features and/or the services, from inability to use the platform or the features and/or services, or the interruption, suspension, modification, alteration, or termination of the platform or the features and/or the services provided through it. Such limitation of liability shall also apply with respect to damages incurred by reason of other services rendered through or advertised in connection with the platform or the services or any links on the platform, as well as by reason of any features or services, description of features or services received through or advertised in connection with the platform or any information or links on the platform. These limitations shall apply to the fullest extent permitted by law. You specifically acknowledge and agree that the company shall not be liable for user and customer details and contents or the defamatory, offensive, or illegal conduct of any user or customer or third party and that the risk of harm or damage from the foregoing rests entirely with you. The platform is facilitated, controlled and offered by the company from its facilities in Malaysia. The forgoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited warranty or remedy herein. In no event shall the maximum aggregate liability of the company exceed the total amount paid by the customer for availing the feature and/or service through the platform giving rise to such claim.
13.Indemnification:
You agree to indemnify us and hold us harmless from and against any claims arising out of or relating to:
14.Privacy policy:
The Company is committed to responsibly handling the information and data we may collect through the Platform in compliance with our Privacy Policy. Please review the Privacy Policy so that you are aware of how we collect and use your personal information. Our Privacy Policy can be accessed from here.
15.Termination:
The Company reserves the right to terminate your right and access to use the Platform with or without any reason whatsoever. Additionally, your right to access and use the Platform terminates automatically upon your material breach of these Terms.
Survival: The Disclaimer of Warranties, the Limitation of Liability, Indemnity and the Jurisdiction and Applicable Laws provisions will survive any termination of these Terms.
16.Miscellaneous terms:
Choice of Law and Jurisdiction:
These Terms are governed by and shall be construed according to the laws of Malaysia. In relation to any legal action or proceedings arising out of or in connection with this Agreement, the parties shall unconditionally and irrevocably submit to the non-exclusive jurisdiction of the courts or tribunal of Malaysia and irrevocably and unconditionally waive any objections to proceedings brought in such courts on the ground that such proceedings have been brought in an inconvenient forum.
No waiver:
The Company’s failure to insist on or enforce strict performance of any of these Terms shall not be construed as a waiver of any provision or right.
Severability:
If any part of these Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.
No agency relationship:
You agree that no joint venture, employment, or agency relationship exists between you and the Company as a result of these Terms or due to your use of the Platform or any of its Features.
Entire Agreement:
These Terms and the Privacy Policy constitute the entire agreement between you and the Company relating to this subject matter and supersede any and all prior communications and/or agreements between you and the Company relating to this subject matter.