1.1. Initiating Service. Following receipt of payment for those charges specified in the Subscription plan as payable in advance, Dibiz will activate your account and begin providing the Services (the date of the initial service activation represents the “Service Activation or Provisioning Date”). The initial process
creates your unique account and enables you to log in and access the Services. Once we have onboarded and enabled your account, you will need to visit our Administrative module and create an administrative account (an “Admin Account”). When you create your Admin Account, you will create
your own password, which you must use in order to access and use the Services. You agree that any information you provide in creating your Admin Account is complete and accurate, and you agree to keep it up to date. For example, we provide some notices by email to your Admin Account, and you
agree to keep that email current and valid as a method for providing notices under these Terms. Prices and terms of payment for the Service options you select are stated in your Subscription plan.
1.2. Administering Your Account. Your administrators and supervisors can manage your use of the Services as well as perform other administrative functions. You are responsible for selecting your passwords, maintaining the confidentiality of your passwords, and internal management or administration of the Services for your Users. You agree to notify us immediately if you have any reason to believe that the security of your account has been compromised.
) in handling and using your User Data, and we will maintain administrative, physical, and technical safeguards at application level, database and various tenets of the platform for protection of the security, confidentiality and
system, including information derived from such submissions, data about the configuration and use of the Services, account information, credit card information, bank account information, accounting information, supply chain data, transactions and reports.
3.1. Subscription Services. Subject to all the terms and conditions of this Agreement, including your payment of any required fees, Dibiz will make the Services available to you based on the subscription plan chosen. Subscription plans can be referred at https://www.Dibizglobal.com.
3.2. Limitations. Product Traceability, a Dibiz service shall be provided only to the extent how much other stakeholders in the supply chain have signed up; our commitment is limited to User only and not signing up other stakeholders.
3.2. Restrictions. You will not nor will you allow any third party to: modify, copy, or otherwise reproduce the Services in whole or in part; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used in the Services; provide, lease or lend the
Services to any third party; remove any proprietary notices or labels displayed on the Services; modify or create a derivative work of any part of the Services; or use the Services for any unlawful purpose or contrary to this Agreement. You will ensure that your Users comply with this Agreement by the use
commercially reasonable efforts to prevent unauthorized access to or use of the Services; and (3) use the Services only in accordance with the applicable laws and government regulations.
4. Technical Requirements for Use of Our Services
In order to utilize the Services, you will need to adhere to certain technical specifications and have certain minimum hardware, software and Internet connectivity. With your cooperation, and prior to activation of your Services, we conduct an assessment of your Required Equipment. We may recommend adjustments to the Required Equipment in order to meet the minimum technical requirements to utilize the Services. You are responsible for implementing any recommendations we make in this regard and also for the ownership and ongoing maintenance of Required Equipment. Dibiz’s recommendations with respect to Required Equipment do not constitute a guarantee or warranty as to the future suitability of the Required Equipment for operating the Services. You acknowledge and agree that, at all times, you are solely responsible for obtaining and supporting Required Equipment as necessary to use the Services.
“Your failure to have the Required Equipment and to be responsible for supporting and maintaining the same SHALL NOT BE a basis for terminating this Agreement. This shall also NOT constitute a basis for you to seek a refund from DIBIZ.
5. Applicable Law and Jurisdiction
-This is a binding contract and the applicable law shall be the Laws of West Malaysia.
-Each party to this Agreement agrees to submit to the jurisdiction of the West Malaysian Courts.
-Every civil action instituted by either party shall not necessarily be preceded by a demand made in writing.
-In the event DIBIZ concludes that there is a breach of this Agreement by you, DIBIZ has the right to immediately terminate this Agreement subject to DIBIZ notifying you of the same in writing and giving you a reasonable time (14 days) to remedy the breach UNLESS THE BREACH CONSTITUTES A MATERIAL
BREACH OF THIS AGREEMENT IN WHICH EVENT THE TERMINATION IS AUTOMATIC WITHOUT THE NECESSITY FOR DIBIZ TO ALLOW YOU REASONABLE TIME OR ANY TIME TO REMEDY THE BREACH.
6. Intellectual Property Rights
All intellectual property rights shall belong to and be under the exclusive ownership of DIBIZ
7. Term and Termination
7.1. Term. Unless earlier terminated as provided in this Agreement, this Agreement commences on the Service Activation Date and shall continue the initial cycle and shall automatically renew for billing cycle thereafter, unless either party has provided notice of its intent not to renew this Agreement in accordance with Section 9.3. In no event may you terminate this Agreement on less than thirty (30) days written notice to us. Either party may terminate this Agreement for cause on thirty (30) days written notice of a material breach to the other party if the breach remains uncured at the expiration of the notice period. Non-payment of any service or other fees due is a material breach. If you materially breach this Agreement, we may, without limitation of our other rights and remedies, withhold further performance of our obligations under this Agreement. Free Subscription Period is liable to be terminated if not converted to a Paid Subscription within 1 month of the end of free subscription period.
7.2. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (1) all applicable licenses and other rights granted to you will immediately terminate; (2) we will make your User Data available to you (either from Dibiz or through a third party offsite storage provider) for up to thirty (30) days after termination. If the User wants to renew the subscription after the lapse of 30 days and wish to access their old data then the user need to pay the subscription charges for the lapsed period. After that thirty (30) day period, you will lose access to any data and we will have no obligation to maintain any, and will have the right to delete, all data related to the expired or terminated Agreement and we will have no further obligation to make such data available to you. Termination will not relieve you of the obligation to pay any fees due or payable to Dibiz incurred prior to the effective date of termination, including annual fees, implementation fees, training fees, User subscription fees, or any other fees or payments due under the Agreement.
8.1. Warranty. Each party represents and warrants to the other party that (i) it has the power and authority to enter into and perform all obligations under this Agreement, and (ii) it will comply with all applicable laws in its performance under this Agreement.
8.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, DIBIZ DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, THIRD-PARTY SERVICES, OR MATERIALS PROVIDED BY DIBIZ, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, REPRESENTATION STATEMENTS, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EACH PARTY WILL BE SOLELY AND INDIVIDUALLY RESPONSIBLE TO COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO ITS RESPECTIVE BUSINESS OPERATIONS. You agree that the Services may be inaccessible or inoperable due to scheduled periodic maintenance and upgrades or for reasons beyond our reasonable control including but not limited to (i) equipment malfunctions, or (ii) service interruptions caused by independent telecommunications providers that provide voice and data connectivity to your or our data centers.
9. Mutual Indemnification
9.1. Our Indemnity. We will defend, indemnify and hold you harmless against any claims, liabilities, expenses (including reasonable attorney’s fees), or damages arising from or relating to a third party claim alleging that your use of the Services infringes or misappropriates any U.S. patent, copyright, or
trade secret of a third party. The foregoing indemnity does not extend to claims arising from or relating to third-party Services or claims covered by your indemnification in Section 11.2 of this Agreement. In the event of a claim or threatened claim under this Section by a third party, we may, at our sole option,
(A) revise the Services so that they are no longer infringing, (B) obtain the right for you to continue using the Services, or (C) terminate this Agreement and any applicable Subscription plan upon fifteen (15) days’ notice.
9.2. Your Indemnity. You will defend, indemnify and hold us harmless against any claims, liabilities, expenses (including reasonable and all attorney’s fees) or damages arising from or relating to a third-party claim related to or arising from your use of the Services other than those for which we will indemnify you under Section 9.1.
9.3. Procedures. The party entitled to be indemnified (the “Indemnified Party”) will give prompt written notice to the other party (the “Indemnifying Party”) of any claim for which indemnification may be required under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its
obligation to provide indemnification except if and to the extent that such failure materially and adversely affects the ability of the Indemnifying Party to defend the applicable claim. If the Indemnified Party notifies the Indemnifying Party of any claim asserted by a third party against the Indemnified Party
that the Indemnifying Party acknowledges is a claim for which it must indemnify the Indemnified Party under this Agreement, the Indemnifying Party will be entitled to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented
by its own counsel at its own cost in such matters. Neither the Indemnifying Party nor the Indemnified Party will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party (including the obligation to indemnify hereunder) without the prior written
consent of the other party, which will not be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.
10. Limitation of Liability.
EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (MUTUAL INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL AND PUNITIVE/EXEMPLARY DAMAGES TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT IN CONNECTION WITH A MISAPPROPRIATION OF INTELLECTUAL PROPERTY, OR OBLIGATIONS UNDER SECTION 2 (DATA PRIVACY) OR SECTION 11 (MUTUAL INDEMNIFICATION), THE AGGREGATE LIABILITY OF ONE PARTY TO THE OTHER FOR DAMAGES UNDER OR ARISING FROM THIS AGREEMENT, REGARDLESS
OF THE FORM OF THE ACTION (AND WHETHER IN CONTRACT OR IN TORT) WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE TO DIBIZ IN ONE (1) MONTH OF SERVICE OR THE EQUIVALENT OF < > (WHICHEVER IS GREATER) PRECEDING THE APPLICABLE CLAIM UNDER THIS AGREEMENT.